BFC Financial Corp – ‘10-K405’ for 12/31/00

On:  Monday, 4/2/01, at 11:56am ET   ·   For:  12/31/00   ·   Accession #:  950144-1-500453   ·   File #:  333-72213

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     10K Document                                         108    628K 
 2: EX-12.1     Statement re: Computation of Ratios                    1      7K 
 3: EX-23.1     Consent of Experts or Counsel                          1      6K 

10-K405   —   10K Document
Document Table of Contents

10-K405
1st Page of 108
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
 the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2000 

Commission File Number

0-9811

 BFC FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Florida                                    59-2022148   
    -----------------------                 ------------------------------------
    (State of Organization)                 (IRS Employer Identification Number)

1750 E. Sunrise Boulevard                                                 
Ft. Lauderdale, Florida                              33304              
---------------------------------------                ---------                
(Address of Principal Executive Office)                (Zip Code)               

(954) 760-5200
------------------------------------------------------
Registrant's telephone number, including area code

 Securities registered pursuant to Section 12(b) of the Act:

Class A Common Stock $.01 par Value                        None                 
Class B Common Stock $.01 par Value                        None                 
-----------------------------------       --------------------------------------
        (Title of Class)                  (Name of Exchange on Which Registered)

 Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was     
required to file such reports) and (2) has been subject to such filing          
requirements for the past 90 days.                                              

                                                                  Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to item 405  
of Regulation S-K is not contained herein, and will not be contained, to the    
best of registrant's knowledge, in definitive proxy or information statements   
incorporated by reference in Part III of this form 10-K or any amendments to    
this form 10-K.                                                                 

                                                                             [X]

Aggregate market value of the voting and nonvoting common equity held by
non-affiliates of the Registrant: 
As of March 23, 2001 $13,782,000

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date:                                

 Class A common stock of $.01 par value, 6,454,494 shares outstanding.
 Class B Common stock of $.01 par value, 2,354,907 shares outstanding.

 Documents Incorporated by Reference in Part IV of this Form 10-K:

Portions of Registrant's Definitive Proxy Statement relating to the 2000 Annual 
Meeting of Shareholders is incorporated in Part III of this report.             

10-K405
2nd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 2nd

[THIS PAGE INTENTIONALLY LEFT BLANK}

2 

10-K405
3rd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 3rd

PART I

Except for historical information contained herein, the matters discussed in    
this report contain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended (the "Securities Act"), and Section   
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),    
that involve substantial risks and uncertainties. When used in this report, or  
in the documents incorporated by reference herein, the words "anticipate",      
"believe", "estimate", "may", "intend", "expect" and similar expressions        
identify certain of such forward-looking statements. Actual results, performance
or achievements could differ materially from those contemplated, expressed or   
implied by the forward-looking statements contained herein. These               
forward-looking statements are based largely on expectations of BFC Financial   
Corporation ("the Company" ) and are subject to a number of risks and           
uncertainties, including but not limited to, the risks and uncertainties        
associated with: the impact and effects of increased leverage at BankAtlantic   
Bancorp, Inc.; economic, competitive and other factors affecting the Company and
its operations, markets, products and services; credit risks and the related    
sufficiency of BankAtlantic's allowance for loan losses, changes in interest    
rates and economic policies; the success of technological, strategic and        
business initiatives; the profitability of its banking and non-banking          
initiatives; risks associated with the value of the Company's equity            
investments; and other factors discussed elsewhere in this report filed by the  
Company with the Securities and Exchange Commission ("SEC"). Many of these      
factors are beyond the Company's control.                                       

ITEM 1. BUSINESS                                                                

GENERAL DESCRIPTION OF BUSINESS                                                 

BFC Financial Corporation and its subsidiaries are collectively identified      
herein as the "Registrant", "BFC" or the "Company". BFC Financial Corporation is
a unitary savings bank holding company as a consequence of its ownership        
interest in the common stock of BankAtlantic Bancorp, Inc. ("BBC"). BBC is also 
a diversified financial unitary savings bank holding company which owns 100% of 
the outstanding stock of BankAtlantic, a Federal Savings Bank ("BankAtlantic")  
and its subsidiaries, including Levitt Corporation ("Levitt") and its           
subsidiaries and Ryan Beck & Co., LLC ("Ryan Beck") and its subsidiaries.       

In August 2000, BBC shareholders approved a corporate transaction that resulted 
in the retirement of all publicly held BBC Class B Common Stock, other than the 
Class B Common Stock held by BFC. As a consequence, BFC is now the sole holder  
of the Class B Common Stock which represents 100% of the voting rights of BBC.  
Because BFC now controls greater than 50% of the vote of BBC, BBC commencing in 
2000 is consolidated in the Company's financial statements instead of carried on
the equity basis.                                                               

At December 31, 2000, the Company's ownership in BBC Class A Common Stock and   
Class B Common Stock was approximately 26% and 100%, respectively, in the       
aggregate representing 36% of all of the outstanding BBC Common Stock. The      
Company acquired control of BBC in 1987 for a total investment of approximately 
$43 million. From 1987 through June 1993, the Company increased its ownership in
BBC to 77.83%. In November 1993, the Company's ownership of BBC decreased to    
48.17%, as a consequence of the Company's and BBC's sales of shares of BBC      
Common Stock and since that time has been further reduced to its current level  
as a consequence of the additional issuance of common stock by BBC in connection
with acquisitions and the exercise of BBC stock options.                        

BBC is a Florida-based diversified financial services holding company which owns
BankAtlantic, Levitt (a subsidiary of BankAtlantic) and Ryan Beck. BankAtlantic,
a federally-chartered, federally-insured savings bank was organized in 1952, and
provides traditional retail banking services and a full range of commercial     
banking products and related financial services through 70 branch offices       
located primarily in Miami-Dade, Broward, Hillsborough and Palm Beach Counties  
in the State of Florida. BankAtlantic's activities include: (i) attracting      
checking and savings deposits from the public and general business customers,   
(ii) originating commercial real estate and business loans, and consumer and    
small business loans, (iii) purchasing wholesale residential loans from third   
parties and (iv) making other investments in mortgage-backed securities, tax    
certificates and other securities. BankAtlantic is regulated and examined by the
Office of Thrift Supervision and the FDIC.                                      

Levitt owns St. Lucie West Holding Corp. ("SLWHC"), a developer of a master     
planned residential, commercial and industrial community in St. Lucie County,   
Florida, and Levitt and Sons, Inc. ("Levitt and Sons"), a developer of          
single-family home communities, condominiums and rental apartment complexes.    
Levitt also has several other real estate joint venture investments in South    
Florida.                                                                        

3 

10-K405
4th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 4th

Ryan Beck provides a full range of investment banking, brokerage and investment 
management services through offices in New Jersey, New York, Pennsylvania,      
Massachusetts, Maine and Florida.                                               

During 1999 and 2000, the Company (without consideration of BBC) acquired       
interests in unaffiliated technology entities. During 2000, interests in the    
technology entities were transferred at the Company's cost to specified asset   
limited partnerships. Subsidiaries of the Company are the managing general      
partners of these partnerships. Interests in such partnerships were sold in 2000
and 2001 to accredited investors including affiliates in private offerings.     
During 2000, approximately $11.5 million of capital was raised by these         
partnerships. Of that amount, BFC, BBC and the general partners retained        
ownership of approximately $3.0 million. In addition to that amount, officers,  
directors and affiliates of the Company invested approximately $3.2 million in  
such partnerships. The limited partnerships' accounts are included in the       
consolidated financial statements of the Company. Adjustments to operations     
relating to changes in the Company's percentage ownership are reflected in      
minority interest. It is anticipated that the Company may form additional       
partnerships in the future to invest in the technology sector. The Company also 
holds direct interests in non-affiliated entities of approximately $1.7 million 
in the retail sector and approximately $2.5 million in the technology sector.   

In addition to its other activities, the Company apart from BBC and BBC's       
subsidiaries, owns and manages real estate. Since its inception in 1980, and    
prior to acquiring control of BBC, the Company's primary business was the       
organization, sale and management of real estate investment programs. A         
subsidiary of the Company continues to serve as the corporate general partner of
a public limited partnership which files periodic reports with the Securities   
and Exchange Commission under the Securities Exchange Act of 1934, as amended   
(the "Exchange Act"). Subsidiaries of the Company also serve as corporate       
general partners of a number of private limited partnerships formed in prior    
years. The Company ceased the organization and sale of real estate investment   
programs in 1987.                                                               

The Company continues to hold mortgage notes receivable of approximately $1.2   
million which were received in connection with the sale of properties previously
owned by the Company. In recent years, the Company has made additional real     
estate investments. In 1994, the Company agreed to participate in certain real  
estate opportunities with John E. Abdo, Vice Chairman of the Board, and certain 
of his affiliates (the "Abdo Group"). Under the arrangement, the Company and the
Abdo Group share equally in profits after interest earned by the Company on     
advances made by the Company. The Company bears any risk of loss under the      
arrangement with the Abdo Group.                                                

Pursuant to this arrangement with the Abdo Group, in December 1994, an entity   
controlled by the Company acquired from an unaffiliated seller approximately 70 
acres of unimproved land known as the "Center Port" property in Pompano Beach,  
Florida. Through December 31, 2000, the 70 acres were sold to unaffiliated third
parties for approximately $21.4 million and the Company recognized net gains    
from the sales of real estate of approximately $4.8 million. The Abdo Group's   
profit participation of approximately $3.4 million was included in cost of      
sales. In 2000, the Abdo Group received approximately $2.6 million for their    
real estate sales profit participation less other costs and expenses at the     
Center Port property.                                                           

BUSINESS SEGMENTS                                                               

The Company is a diversified financial services holding company that provides a 
full line of products and services encompassing consumer and commercial banking;
real estate construction and development, and brokerage and investment banking. 
Management reports results of operations through seven segments: Capital        
Markets, Commercial Banking and Community Banking, which are Bank Operation     
segments and are operated solely by BBC and BankAtlantic, Levitt Corporation,   
Ryan Beck, BBC Parent Company and BFC Holding Company.                          

CAPITAL MARKETS                                                                 

The Capital Markets segment manages the investments in the securities portfolios
as well as wholesale and retail residential lending activities. The Capital     
Markets segment administers the fixed income securities portfolios which include
securities available for sale, investment securities and tax certificates.      
Additionally, this segment also handles the residential loan portfolio.         

RESIDENTIAL LOANS - Through, BankAtlantic we make residential real estate loans 
secured by property located throughout Florida, primarily in Miami-Dade, Broward
and Palm Beach Counties. Community Reinvestment Act ("CRA") residential loans   
are originated through BankAtlantic branch banking network and handle other     
types of residential loans through a                                            

4 

10-K405
5th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 5th

referral program with an unaffiliated lender on a fee basis. Both fixed rate and
adjustable rate loans are originated with amortization periods up to 30 years.  

SECURITIES AVAILABLE FOR SALE - Securities available for sale consist of        
mortgage-backed securities, treasury notes and real estate mortgage investment  
conduits ("REMIC"). BankAtlantic's securities portfolio serves as a source of   
liquidity while providing a means to moderate interest rate changes. The        
decision to purchase and sell securities is based upon current assessment of the
economy, the interest rate environment and our liquidity requirements.          

INVESTMENT SECURITIES HELD TO MATURITY AND TAX CERTIFICATES -- Tax certificates 
are evidences of tax obligations that are sold through auctions or bulk sales by
various state taxing authorities on an annual basis. The tax obligation arises  
when the property owner fails to timely pay the real estate taxes on the        
property. Tax certificates represent a priority lien against the real property  
for the delinquent real estate taxes. Interest accrues at the rate established  
at the auction or by statute. The minimum repayment, in order to satisfy the    
lien, is the certificate amount plus the interest accrued through the redemption
date and applicable penalties, fees and costs. Tax certificates have no payment 
schedule or stated maturity. If the certificate holder does not file for the    
deed within established time frames, the certificate may become null and void.  
Experience with this type of investment has been favorable as rates earned are  
generally higher than many alternative investments and substantial repayments   
generally occur over a two year period. Other than in Florida and Georgia, there
is no significant concentration of tax certificate holdings in any one taxing   
authority. Investment securities held to maturity consist of adjustable rate    
mortgage-backed securities issued by government agencies. These securities have 
minimal credit and interest rate risk due to the government agency guarantee of 
the principal balance and periodic interest rate adjustments.                   

The composition, yields and maturities of securities available for sale and     
investment securities and tax certificates were as follows (in thousands):      

                                                        [Enlarge/Download Table]


                                    U.S.                               Corporate                         
                                 Treasury                   Mortgage     Bond                   Weighted 
                                    and          Tax         Backed       and                    Average 
                                  Agencies   Certificates  Securities    Other       Total        Yield  
                                 ----------  ------------  ----------  ---------   ----------   -------- 
                                                                                                         
December 31, 2000                                                                                        
Maturity: (1)                                                                                            
   One year or less                   5,945   $   87,477   $    4,480  $       --   $   97,902     10.57%
   After one through five years          --       34,875          313         250       35,438     11.10 
   After five through ten years          --           --       11,626          --       11,626      5.39 
   After ten years                       --           --    1,033,633          --    1,033,633      6.42 
                                 ----------   ----------   ----------  ----------   ----------     ----- 
Fair values(2) (3)               $    5,945   $  122,352   $1,050,052  $      250   $1,178,599      6.90%
                                 ==========   ==========   ==========  ==========   ==========     ===== 
Amortized cost (2) (3)           $    5,945   $  122,352   $1,056,470  $      250   $1,185,017      6.43%
                                 ==========   ==========   ==========  ==========   ==========     ===== 
Weighted average yield based                                                                             
    on fair value                    5.82%        11.15%        6.41%       7.00%      6.90%             
Weighted average maturity         0.2 years    2.0 years   21.7 years   4.7 years   19.5 years           
                                 ----------   ----------   ----------  ----------   ----------           


(1)      Maturities are based on contractual maturities. Tax certificate        
maturities are based on historical repayment experience and   
       BankAtlantic's charge-off policies since tax certificates do not have
contractual maturities.                                       
(2)      Equity securities with a cost of $35.0 million and a fair value of     
        $48.4 million at December 31, 2000 were excluded from the above table.
(3)      Trading securities of $43.6 million for 2000 were excluded from the    
above table.                                                  

COMMERCIAL BANKING                                                              

The Commercial Banking segment provides a wide range of commercial lending      
products. These products include commercial real estate construction,           
residential development and land acquisition loans, commercial business loans to
customers with balances over $1.0 million, and international term financing,    
trade finance and banker's acceptances. This segment also provides letters of   
credit and standby letters of credit to its corporate customers and is          
responsible for our lease financing operations.                                 

COMMERCIAL REAL Estate - Commercial real estate loans normally are secured by   
property located throughout Florida, primarily in Miami-Dade, Broward and Palm  
Beach Counties and the Tampa Bay area. Commercial real estate loans, other than 
those relating to Levitt joint ventures, typically are based on a maximum of 75%
of the collateral's appraised value and typically require the borrower to       
maintain escrow accounts for real estate taxes and insurance. Prior to making a 
loan, the value                                                                 

5 

10-K405
6th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 6th

of the collateral, the quality of the loan, the credit worthiness of the        
borrowers and guarantors, the location of the real estate, the projected income 
stream of the property, the reputation and quality of management constructing or
administering the property, and the interest rate and fees are all considered.  
It is normally required that these loans be guaranteed by one or more of the    
principals of the borrowing entity. The loans and our investments in affiliated 
joint ventures may result in consolidated exposure in excess of the typical loan
to value ratio and guarantees of the principals are not required.               

COMMERCIAL BUSINESS - Commercial business loans are generally over $1.0 million 
and made to medium size companies located throughout Florida, primarily in the  
Miami-Dade, Broward and Palm Beach Counties and the Tampa Bay area. Both secured
and unsecured loans are made, although the majority of these loans are on a     
secured basis. New commercial business loans are typically secured by the       
accounts receivable, inventory, equipment, and/or general corporate assets of   
the borrowers. Commercial business loans generally have variable interest rates 
that are prime-based. These loans typically are originated for terms ranging    
from one to five years.                                                         

INTERNATIONAL - International lending operations provide the following:         

      o        Trade financing for correspondent financial institutions in
              Latin America, including pre-export financing, advances on
letters of credit and banker's acceptances, 
 o        Trade financing for local commercial customers who are
           primarily importing from or exporting to Latin America,
  o        Term financing of the export of United States goods and
services guaranteed by the EximBank and     
o        Other correspondent banking services.                

International loans have rates tied to either prime or LIBOR, and generally have
maturities of one year or less.                                                 

BANKER'S ACCEPTANCES - Banker's Acceptances are collateralized by inventory and 
accounts receivable of borrowers of the issuing bank and are unconditional      
obligations of the issuing bank. Banker's acceptances are issued primarily to   
corporate customers that do business in foreign countries.                      

STANDBY LETTERS OF CREDIT AND COMMITMENTS - Standby letters of credit are       
conditional commitments issued by us to guarantee the performance of a customer 
to a third party. The credit risk involved in issuing letters of credit is the  
same as extending loans to customers. Certificates of deposit and residential   
and commercial liens may be held as collateral for letters of credit.           

Through BankAtlantic commitments for commercial real estate and commercial      
business loans are issued. In most cases these commitments are for three months.
Commitments are extended to financial institutions in Latin America which can be
terminated at any time by us. Financial institutions are evaluated on a case by 
case basis.                                                                     

LEASE FINANCING - BankAtlantic also leases or finances trucks and manufacturing 
and construction equipment to businesses located primarily in Miami-Dade,       
Broward and Palm Beach Counties in Florida. The leases are secured by the       
acquired equipment and are originated with terms ranging from two to five years.
Residuals are typically less than 10% of the original purchase price of the     
equipment. The lease interest component is at a fixed rate.                     

Lease financing is considered sub-prime lending and generally has a higher      
degree of risk than our portfolio. These leases are more likely to be adversely 
impacted by unfavorable economic conditions and are highly dependent on the     
success of the business and the credit worthiness of the principals.            

COMMUNITY BANKING                                                               

The Community Banking segment offers a complete range of loan products for      
individuals and small businesses. These products include home equity loans,     
automobile loans, overdraft protection on deposit accounts and small business   
lending. The above loans are originated by business bankers through the         
BankAtlantic branch network. This segment also administers our ATM network      
operations located in retail outlets, cruise ships, Native American reservation 
gaming facilities and BankAtlantic branch locations.                            

SMALL BUSINESS - Small business loans are generally made to companies located   
throughout Florida, primarily in Miami-Dade, Broward and Palm Beach Counties and
the Tampa Bay area. Small business loans are originated on a secured or         
unsecured basis and do not exceed $1.0 million. These loans are originated with 
maturities primarily ranging from one to three years or on demand. Lines of     
credit are due upon                                                             

6 

10-K405
7th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 7th

demand. Small business loans typically have either fixed or variable prime based
interest rates.                                                                 

Small business loans generally have a higher degree of risk than other loans in 
our portfolio because they are more likely to be adversely impacted by          
unfavorable economic conditions. In addition, these loans typically are highly  
dependent on the success of the business and the credit worthiness of the       
principals.                                                                     

CONSUMER - Consumer loans are primarily loans to individuals originated through 
BankAtlantic's branch network and sales force of business bankers. The majority 
of our originations are home equity lines of credit secured by a second mortgage
on the primary residence of the borrower. BankAtlantic does not currently use   
brokers to originate loans. In the past, BankAtlantic originated automobile     
loans through automobile dealers but this activity was discontinued during the  
fourth quarter of 1998. Home equity lines of credit have prime-based interest   
rates and generally mature in fifteen years. All other consumer loans generally 
have fixed interest rates with terms ranging from one to five years.            

UNDERWRITING AND CREDIT MANAGEMENT                                              

BBC has a centralized underwriting area that establishes policies and procedures
for our banking operations segments and their related products. BBC is exposed  
to the risk that borrowers or counter-parties may default on their obligations. 
Credit risk arises through the extension of loans and leases, certain           
securities, letters of credit, financial guarantees and through counter-party   
exposure on trading and capital markets transactions. In an attempt to manage   
this risk, BBC has established policies and procedures to manage both on and    
off-balance sheet credit risk.                                                  

The Chief Credit Officer works with BankAtlantic lending officers and various   
other line personnel who conduct activities involving credit risk and is        
involved in the implementation, refinement and monitoring of credit policies and
procedures.                                                                     

BBC attempts to manage credit exposure to individual borrowers and              
counter-parties of its banking operations on an aggregate basis including loans 
and leases, securities, letters of credit, bankers' acceptances, derivatives and
unfunded commitments. In addition, the creditworthiness of individual borrowers 
or counter-parties is analyzed by credit personnel, and limits are established  
for the total credit exposure to any one borrower or counter-party. Credit      
limits at BankAtlantic are subject to varying levels of approval by senior line 
and credit risk management.                                                     

For products in the commercial banking division a borrower's ability to make    
principal and interest payments and the value of the collateral securing the    
underlying loans is evaluated. Independent appraisers generally perform on-site 
inspections and valuations of the collateral for commercial real estate loans.  
Commercial real estate and commercial and syndicated business loans of $1.0     
million to $5.0 million at BankAtlantic require Senior Loan Committee approval  
and Major Loan Committee ratification. Commercial loans over $5.0 million       
require the approval of the Major Loan Committee. BankAtlantic's Major Loan     
Committee consists of: the Chief Executive Officer; Vice Chairman; Chief Credit 
Officer; Executive Vice President Commercial Lending; and certain other officers
of BankAtlantic.                                                                

International loan underwriting procedures assess the country risk and the      
credit quality of the borrower. International loans to correspondent banks must 
be approved by the International Loan Committee ("ILC"). BankAtlantic's ILC     
includes the Chief Credit Officer, certain Executive Vice Presidents, and the   
Manager of International Lending.                                               

BankAtlantic's Country Risk Committee ("CRC") also monitors the international   
loans. The CRC members include the ILC members and an independent economist. The
CRC meets quarterly to review each country and establish guidelines by country, 
including amount of exposure, acceptable types of transactions and duration.    

For consumer and small business lending, credit scoring systems are utilized by 
BankAtlantic to assess the relative risks of new underwritings and provide      
standards for extensions of credit. Consumer and small business portfolio credit
risk is monitored primarily using statistical models and regular reviews of     
actual payment experience to predict portfolio behavior.                        

Consumer loans for $250,000 or more also require the approval of BankAtlantic's 
Major Loan Committee. BankAtlantic's Chief Credit Officer must approve all small
business loans at or above $750,000 but less than $1.0 million.                 

Through BankAtlantic, we purchase residential loans in the secondary markets.   
These loans are secured by property located throughout the United States. For   
residential loan purchases, BBC reviews the seller's underwriting policies and  
subject                                                                         

7 

10-K405
8th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 8th

certain of the individual loans to an additional credit review. These loans are 
typically purchased in bulk and are generally non-conforming loans due to the   
size and characteristics of the individual loans. BBC sets guidelines for loan  
purchases relating to loan amount, type of property, state of residence,        
loan-to-value ratios, borrower's sources of funds, appraisal, and loan          
documentation. Residential loans, primarily Community Reinvestment Act loans are
also originated. The underwriting of these loans generally follows government   
agency guidelines with independent appraisers generally performing on-site      
inspections and valuations of the collateral.                                   

Residential loans for over $500,000 require approval by BankAtlantic's Senior   
Loan Committee and ratification by BankAtlantic's Major Loan Committee.         
Purchased residential loans in pools greater than $50 million require           
BankAtlantic Investment Committee approval.                                     

An independent credit review group conducts ongoing reviews of credit activities
and portfolios at BankAtlantic, reexamining on a regular basis risk assessments 
for credit exposure and overall compliance with policy.                         

The primary credit exposure is focused in our loan and lease portfolio, which   
totaled $2.9 billion and $2.7 billion at December 31, 2000 and 1999,            
respectively.                                                                   

At December 31, 2000, loans and leases receivable in the Community Banking      
segment were composed of (in thousands):                                        

                                                        Amount           Percent
                                                       ----------        -------
LOANS RECEIVABLE:                                             
Real estate:                                                  

           Residential real estate                     $1,316,062         46.14%
          Construction and development                   937,881         32.88
          Commercial real estate                         369,282         12.95
          Small business - real estate                    28,285          0.99
Other loans:                                                  
          Second mortgage - direct                       124,859          4.38
          Second mortgage - indirect                       4,020          0.14
          Commercial business                             86,194          3.02
          Small business - non-mortgage                   69,325          2.43
          Lease finance                                   75,918          2.66
          Due from foreign banks                          64,207          2.25
          Consumer - other direct                         33,036          1.16
          Consumer - other indirect                       58,455          2.05
Loans held for sale:                                          
          Syndication loans                               80,016          2.80
                                                      ----------        ------
                Total                                  3,247,540        113.85
                                                      ----------        ------
Adjustments:                                                  
Undisbursed portion of loans                                  
          in process                                     344,390         12.07
        Unearned discounts (premiums)                      3,675          0.13
        Allowance for loan losses                         47,000          1.65
                                                      ----------        ------
                 Total loans receivable, net           $2,852,475        100.00%
                                                      ==========        ======
         BANKER'S ACCEPTANCES                          $    1,329        100.00%
                                                      ==========        ======

INTEREST EXPENSE AND OVERHEAD ALLOCATIONS TO BANK OPERATION SEGMENTS            

Interest expense and overhead for Bank Operation segments represents interest   
expense and certain revenue and expense items which are allocated to each Bank  
Operation segment based on its pro-rata average assets. Items included in       
interest expense and overhead include interest expense on deposits, FHLB        
advances, securities sold under agreements to repurchase and short term         
borrowings along with back office and corporate headquarter operating expenses, 
net of deposit account fee income.                                              

DEPOSITS - The deposits include commercial demand deposit accounts, retail      
demand deposit accounts, savings accounts, money market accounts, certificates  
of deposit, various NOW accounts, IRA and Keogh retirement accounts, brokered   

8 

10-K405
9th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 9th

certificates of deposit and public funds. Deposits are solicited in our market  
areas through advertising and relationship banking activities primarily         
conducted through our sales force and branch network. During December 1999, BBC 
began offering Internet banking products. Most depositors are residents of      
Florida at least part of the year. BBC has several relationships, including one 
with Ryan Beck, for the placement of brokered certificates of deposit. These    
relationships are considered an alternative source of funding.                  

FEDERAL HOME LOAN BANK ("FHLB") ADVANCES - BankAtlantic is a member of the FHLB 
and can apply for secured advances from the FHLB of Atlanta. Advances are       
collateralized by a security lien against our residential loans and securities. 
In addition, certain levels of FHLB stock must be maintained for outstanding    
advances. FHLB advances or borrowings are primarily used to fund the purchased  
residential loan portfolio.                                                     

SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND OTHER SHORT TERM BORROWINGS  
-- Short term borrowings consist of securities sold under agreements to         
repurchase, federal funds borrowings and borrowings from the Federal Reserve    
Bank. Securities sold under agreements to repurchase is a transaction whereby a 
portion of the current investment portfolio (usually MBS and REMIC's) is sold at
a negotiated rate and the same assets are repurchased on a specified date.      
Repurchase agreements are issued to institutions and BankAtlantic customers.    
These transactions are collateralized by the investment portfolio. Customer     
repurchase agreements are not insured by the FDIC. Federal funds borrowings are 
established unsecured facilities with various federally insured banking         
institutions to purchase federal funds. The facilities are used on an overnight 
basis to assist in managing our cash flow requirements. These federal fund lines
are subject to periodic review and may be terminated at any time by the issuer  
institution. We established a facility with the Federal Reserve Bank of Atlanta 
for secured advances. These advances are collateralized by a security lien      
against our consumer loans.                                                     

LEVITT CORPORATION                                                              

Levitt is the real estate construction and development segment. Levitt through  
its wholly owned subsidiary Levitt and Sons, is a developer of planned          
communities for the growing active adult market and its current home development
projects are located in Florida. Levitt also engages in real estate activities  
through St. Lucie West Holding Corp. and several investments in real estate     
joint venture development projects in South Florida. SLWHC owns the unsold land 
and other entitlements of the master planned community commonly known as St.    
Lucie West. The majority of Levitt's assets and activities are located in South 
Florida. Changes in the economic conditions of the area would have an impact on 
the operations of Levitt.                                                       

Levitt's construction activity is summarized as follows:                        

                                            At or for Year Ended
                                               December 31,         December 31,
                                              2000                 1999*
                                               ------------         ------------
LEVITT AND SONS                                               
       Pre-sold backlog                            703                   330
       Homes delivered and titled                  620                   599
       Lot inventory (owned or optioned)         2,613                 3,355
       Average sale price of homes            $201,000              $183,000

SLWHC                                                         
       Inventory in acres                        1,066                 1,211
       Inventory sold in acres                     145                   312

      (*) Levitt and Sons' 1999 results of operations are not reflected in
the Company's 1999 Income Statement.                                            

Levitt and its subsidiaries had outstanding indebtedness of $50 million at      
December 31, 2000 which was collateralized by Levitt's assets. See Note 10 to   
the consolidated financial statements for further details regarding this        
indebtedness and approximately $14 million of indebtedness entered into at the  
time of the acquisition of Levitt and Sons. Pursuant to the terms of the        
outstanding indebtedness, Levitt is subject to restrictions on the payment of   
dividends to BankAtlantic.                                                      

RYAN BECK                                                                       

Ryan Beck is our brokerage and investment banking segment. Ryan Beck is an      
investment banking firm engaged in the underwriting, distribution and trading of
tax-exempt, equity and debt securities. Ryan Beck offers a full-service, general

9 

10-K405
10th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 10th

securities brokerage business with investment and insurance products for retail 
and institutional clients. Ryan Beck also provides investment and wealth        
management advisory services; capital-raising and related advisory services; and
mergers and acquisitions consultation.                                          

A registered broker-dealer with the Securities and Exchange Commission ("SEC"), 
Ryan Beck also offers a general securities business with extensive investment   
and research products for retail and institutional clients. The firm operates on
a fully disclosed basis with its clearing firm, the Pershing Division of        
Donaldson, Lufkin and Jenrette Securities Corporation. Clients consist primarily
of:                                                                             

     o        High net worth individuals (primarily in New Jersey, other
      Mid-Atlantic and Northeastern states and Florida);
        o        Financial institutions (primarily in New Jersey, Pennsylvania
and Florida);                               
        o        Institutional clients (including mutual funds, pension funds,
            trust companies, insurance companies, LBO funds, private
       equity sponsors, merchant banks and other long-term
investors); and                             
        o        To a lesser extent, insurance companies and specialty finance
companies.                                  

Ryan Beck's money management subsidiary, Cumberland Advisors, Inc., was acquired
in 1998 and supervises approximately $500 million in assets for individuals,    
institutions, retirement plans, governmental entities and cash management       
portfolios.                                                                     

In 1999, Ryan Beck began offering variable and fixed rate annuities and mutual  
fund shares to BankAtlantic customers through BankAtlantic's branch network.    
Also in 1999, Ryan Beck hired a group of investment bankers to focus on         
non-financial institutions business, expanding into emerging growth and middle  
market companies. Later in the year, Ryan Beck acquired Southeast Research      
Partners, a Florida based research and institutional brokerage company.         

The securities business is, by its nature, subject to various risks,            
particularly in volatile or illiquid markets, including the risk of losses      
resulting from the underwriting or ownership of securities, customer fraud,     
employee errors and misconduct, failures in connection with the processing of   
securities transactions and litigation. Ryan Beck's business and its            
profitability are affected by many factors including:                           

     o        The volatility and price levels of the securities markets,
  o        The volume, size and timing of securities transactions,
o        The demand for investment banking services,          
o        The level and volatility of interest rates,          
o        The availability of credit,                          
        o        Legislation affecting the business and financial communities,
o        The economy in general and                           
o        The volatility of equity and debt securities held in 
inventory.                                  

Markets characterized by low trading volumes and depressed prices generally     
result in reduced commissions and investment banking revenues as well as losses 
from declines in the market value of securities positions. Moreover, Ryan Beck  
is likely to be adversely affected by negative economic developments in New     
Jersey, the mid-Atlantic region or the financial services industry in general.  

The majority of Ryan Beck's assets are trading securities. Trading securities   
are associated with trading activities conducted both as principal and as agent 
on behalf of individual and institutional investor clients of Ryan Beck. Trading
transactions as principal involve making markets in securities held in inventory
to facilitate sales to and purchases from customers.                            

BBC PARENT COMPANY                                                              

The BBC Parent Company segment operations include the costs of its acquisitions,
financing of acquisitions and contributions of capital to its subsidiaries and  
managing equity investments. Funds are obtained from the issuances of equity    
securities, subordinated debentures, convertible subordinated debentures and    
subordinated investment notes as well as borrowings from unrelated financial    
institutions. These funds are used for loans and additional investments in      
BankAtlantic and Ryan Beck, repurchases of debt and equity securities, as well  
as the purchase of equity investments.                                          

10

10-K405
11th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 11th

BFC HOLDING COMPANY                                                             

The BFC holding company segment includes all of the operations and all of the   
assets which are owned by BFC other than BBC and its subsidiaries. BFC owns and 
manages real estate which include the ownership of Burlington Manufacturers     
Outlet Center ("BMOC"), a shopping center in North Carolina, the unsold land at 
Center Port, an industrial office park developed in Florida, and a 50% interest 
in Delray Industrial Park ("Delray"), a warehouse facility also located in      
Florida. BFC also holds mortgage notes receivable that were received in         
connection with the sale of properties previously owned. The BFC holding company
segment also includes overhead and interest expense. The interest expense       
relates to debts and other borrowings, primarily utilized for the acquisition of
real estate and equity securities. Equity investments primarily include equity  
securities in the retail and technology sectors and ownership interests in      
private limited partnerships. Subsidiaries of BFC are the managing general      
partners of these partnerships and the partnerships' accounts are included in   
the consolidated financial statements of the Company.                           

EMPLOYEES                                                                       

Management believes that its relations with its employees are satisfactory. The 
Company currently maintains comprehensive employee benefit programs which are   
considered by management to be generally competitive with employee benefits     
provided by other major employers in its markets.                               

The Company's number of employees at the indicated dates were:                  

                     December 31, 2000
                     -----------------
                     Full       Part
                     Time       Time
                    -----       ----
BFC                                  6          1             
BankAtlantic                       836        112             
Levitt                             170         35             
Ryan Beck                          272         18             
                    -----        ---
Total                          1,284        166           
                    =====        ===

COMPETITION                                                                     

BankAtlantic is one of the largest financial institutions headquartered in the  
State of Florida. BankAtlantic has substantial competition in attracting and    
retaining deposits and in lending funds.                                        

BankAtlantic's competitors include:                                             

o        Credit unions,                                       
o        Commercial banks,                                    
o        Other savings institutions,                          
o        Money market funds,                                  
o        Mortgage banking companies                           
o        Financial consultants,                               
o        Finance companies, and                               
o        Investment banking firms.                            

BankAtlantic competes not only with financial institutions headquartered in the 
State of Florida but also with a growing number of financial institutions       
headquartered outside of Florida which are active in the State. In addition, the
Gramm Leach Bliley Act has significantly increased the number of entities with  
which we compete. Many of our competitors have substantially greater financial  
resources than we have and, in some cases, operate under fewer regulatory       
constraints.                                                                    

The Company both directly and indirectly through Levitt is engaged in the real  
estate development and construction industry. The business of developing and    
selling residential properties and planned communities is highly competitive and
fragmented. Levitt competes with numerous large and small builders on the basis 
of a number of interrelated factors, including location, reputation, amenities, 
design, quality and price. Some competing builders have nationwide operations   
and substantially greater financial resources. Levitt's products must also      
compete with re-sales of existing homes and available rental housing.           

11

10-K405
12th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 12th

In general, real estate and the housing industry is cyclical and is affected by 
consumer confidence levels, prevailing economic conditions and interest rates. A
variety of factors affect real estate developments and, the demand for new      
homes, including general economic conditions, the availability and cost of labor
and materials, changes in costs associated with home ownership, changes in      
consumer preferences, demographic trends and the availability of mortgage       
financing.                                                                      

Ryan Beck is engaged in investment banking, securities brokerage and asset      
management activities all of which are extremely competitive businesses.        
Competitors include:                                                            

         o        All of the member organizations of the New York Stock Exchange
and other registered securities exchanges,  
o        All members of the NASD,                             
o        Commercial banks and thrift institutions,            
o        Insurance companies,                                 
o        Investment companies, and o Financial consultants.   

REGULATION AND SUPERVISION                                                      

GENERAL                                                                         

As the holder of approximately 36% of all of BBC's outstanding Common Stock, BFC
is a unitary savings bank holding company subject to regulatory oversight by the
OTS. As such, the Company is required to register with and is subject to OTS    
examination, supervision and certain reporting requirements. In addition, BBC is
subject to the same oversight by the OTS as a saving bank holding company as    
discussed herein.                                                               

BankAtlantic is a member of the FHLB system and its deposit accounts are insured
up to applicable limits by the FDIC. BankAtlantic is subject to supervision,    
examination and regulation by the OTS and by the FDIC as the insurer of its     
deposits. BankAtlantic must file reports with the OTS and the FDIC concerning   
its activities and financial condition. BankAtlantic must obtain regulatory     
approvals prior to entering into certain transactions. The OTS and the FDIC     
periodically review BankAtlantic's compliance with various regulatory           
requirements. The regulatory structure also gives regulatory authorities        
extensive discretion with respect to the classification of non-performing and   
other assets and the establishment of adequate loan loss reserves for regulatory
purposes.                                                                       

HOLDING COMPANY REGULATIONS                                                     

Federal law allows the Director of the OTS to take action when it determines    
that there is reasonable cause to believe that the continuation by a savings    
bank holding company of any particular activity constitutes a serious risk to   
the financial safety, soundness, or stability of a subsidiary savings           
institution. The Director of the OTS has oversight authority for all holding    
company affiliates, not just the insured institution. Specifically, the Director
of the OTS may, as necessary:                                                   

     o        Limit the payment of dividends by the savings institution;
  o        Limit transactions between the savings institution, the
                 holding company and the subsidiaries or affiliates of either;
     o        Limit any activities of the savings institution that might
             create a serious risk that the liabilities of the holding
            company and its affiliates may be imposed on the savings
institution; or                             
o        Impose capital requirements on the holding companies.

SAVINGS INSTITUTION REGULATIONS                                                 

REGULATORY CAPITAL - Both the OTS and the FDIC have promulgated regulations     
establishing capital requirements applicable to savings institutions. Savings   
institutions must meet the OTS specific capital standards which by law must be  
no less stringent than capital standards applicable to national banks, with     
exceptions for risk-based capital requirements to reflect interest rate risk or 
other risk. Capital calculated pursuant to the OTS regulations varies           
substantially from capital calculated pursuant to GAAP.                         

In order to be categorized as "well capitalized," an institution must have a    
risk-based capital ratio of 10% or more, leverage ratio of 5% or more and a Tier
1 ratio of 6% or more, and may not be subject to any written agreement, order,  
capital directive or                                                            

12

10-K405
13th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 13th

prompt corrective action directive issued by the OTS to meet and maintain a     
specific capital level or a specific capital measure. BankAtlantic meets each of
these requirements.                                                             

INSURANCE OF ACCOUNTS - BankAtlantic's deposits are regulated by the FDIC and   
insured by the SAIF and BIF for up to $100,000 for each insured account holder, 
the maximum amount currently permitted by law.                                  

The FDIC issues regulations and conducts examinations of its insured members.   
Insurance of deposits by the FDIC may be terminated by the FDIC, after notice   
and hearing, upon a finding that an institution has engaged in unsafe and       
unsound practices, is in an unsafe and unsound condition to continue operations,
or has violated any applicable law, regulation, rule, order or condition imposed
by the OTS or the FDIC. When conditions warrant, the FDIC may impose less severe
sanctions as an alternative to termination of insurance. BankAtlantic's         
management does not know of any present condition pursuant to which the FDIC    
would seek to impose sanctions on BankAtlantic or terminate insurance of its    
deposits.                                                                       

RESTRICTIONS ON DIVIDENDS AND OTHER CAPITAL DISTRIBUTIONS - BankAtlantic's      
payment of dividend distributions to BBC is subject to various regulatory       
policies and requirements. The requirements include maintaining capital above   
regulatory minimums and limiting the amount of distributions without OTS        
approval based upon prior periods net income. BankAtlantic is in compliance with
these restrictions.                                                             

THE FEDERAL HOME LOAN BANK ("FHLB") SYSTEM - The FHLB system provides a central 
credit facility for member institutions. BankAtlantic is required to acquire and
hold shares of capital stock in the FHLB of Atlanta based on its size and use of
FHLB services. BankAtlantic is in compliance with this requirement.             

FEES AND ASSESSMENTS OF THE OTS - The OTS assesses fees on savings institutions 
to fund the operations of the OTS. These fees are reported in the financial     
results of BankAtlantic.                                                        

INVESTMENT ACTIVITIES - BankAtlantic is subject to various restrictions and     
prohibitions with respect to its investment activities. BankAtlantic is in      
compliance with these restrictions.                                             

SAFETY AND SOUNDNESS - Operational and managerial standards for internal        
controls, information systems, loan documentation, credit underwriting, interest
rate exposure, asset growth and compensation and benefits for bank officers,    
employees, directors and principal shareholders are all the subject of extensive
guidelines. Additionally, the OTS is empowered to set standards for any other   
facet of an institution's operations not specifically covered by regulations.   
BankAtlantic management believes that is in compliance with all such guidelines.

LOANS TO ONE BORROWER - Savings institutions are subject to complex limitations 
on loans to one borrower or inter-related borrowers. BankAtlantic is in         
compliance with the loans to one borrower limitations.                          

QUALIFIED THRIFT LENDER ("QTL") - BankAtlantic, is required to meet the QTL test
which measures the proportion of its assets invested in loans or securities     
supporting residential construction and home ownership. BankAtlantic currently  
meets QTL requirements.                                                         

TRANSACTION WITH AFFILIATES - BankAtlantic is subject to the OTS' regulations   
relating to transactions with affiliates, including officers and directors.     
BankAtlantic is also subject to substantially similar restrictions regarding    
affiliate transactions as those imposed on member banks under Sections 22(g),   
22(h), 23A, and 23B of the Federal Reserve Act ("FRA"). At December 31, 2000,   
BankAtlantic was in compliance with the restrictions regarding transactions with
affiliates.                                                                     

LIQUIDITY REQUIREMENTS OF THE OTS - The OTS regulations establish several       
liquidity tests which BankAtlantic is required to meet. During the year ended   
December 31, 2000 BankAtlantic was in compliance with all applicable liquidity  
requirements.                                                                   

THE FEDERAL RESERVE SYSTEM ("FRB") - BankAtlantic is subject to certain         
regulations promulgated by the FRB. Pursuant to such regulations, savings       
institutions are required to maintain non-interest bearing reserves against     
their transaction accounts (which include deposit accounts that may be accessed 
by writing checks) and non-personal time deposits. BankAtlantic is in compliance
with all such FRB regulations.                                                  

13

10-K405
14th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 14th

COMMUNITY REINVESTMENT ACT - Under the CRA a savings institution has a          
continuing and affirmative obligation consistent with its safe and sound        
operation to help meet the credit needs of its entire community, including low- 
and moderate-income neighborhoods. BankAtlantic has a "Satisfactory" CRA rating.

REAL ESTATE INDUSTRY REGULATIONS                                                

The real estate development business and homebuilding industry have, in the last
several years, become subject to increased environmental, building, land use,   
zoning and sales regulations administered by various federal, state and local   
authorities, which affect construction activities as well as sales activities   
and other dealings with customers. For its development and housing activities   
the approval of numerous governmental authorities which often have wide         
discretion in such matters must be obtained. Changes in local circumstances or  
applicable law may necessitate applications for additional approvals or the     
modification of existing approvals. Compliance with these regulations has       
extended the time required to market projects by prolonging the time between the
initiation of projects and the commencement and completion of construction.     
Levitt is currently in various stages of securing governmental approvals for its
development and homebuilding projects. Delay or inability to obtain all required
approvals for a project could have a materially adverse effect on the           
marketability or profitability of a project.                                    

The real estate development business and homebuilding industries are subject to 
various environmental regulations, including those relating to soil condition,  
hazardous materials, air quality and traffic. The impact of environmental       
regulations is evaluated on a project by project basis and the estimated costs  
of remediation or insurance are accounted for in plan/development or job        
costing. Property considered for development is often placed under an option    
purchase contract pending environmental review and other feasibility studies.   

SECURITIES INDUSTRY REGULATIONS                                                 

The securities industry in the United States is subject to extensive regulation 
under both federal and state laws. The SEC is the federal agency charged with   
administration of the federal securities laws. Much of the regulation of        
broker-dealers has been delegated to self-regulatory authorities, principally   
the NASD and, in the case of broker-dealers that are members of a securities    
exchange, the particular securities exchange. These self-regulatory             
organizations conduct periodic examinations of member broker-dealers in         
accordance with rules they have adopted and amended from time to time, subject  
to approval by the SEC.                                                         

Securities firms are also subject to regulation by state securities commissions 
in those states in which they do business. As of December 31, 2000, Ryan Beck   
was registered as a broker-dealer in 50 states and the District of Columbia.    

Broker-dealers are subject to regulations which cover all aspects of the        
securities business, including:                                                 

o        Sales methods,                                       
o        Trade practices among broker-dealers,                
  o        Uses and safekeeping of customers funds and securities,
o        Capital structure of securities firms,               
o        Record-keeping, and                                  
o        The conduct of directors, officers and employees.    

Additionally, legislation, changes in rules promulgated by the SEC and          
self-regulatory authorities, or changes in the interpretation or enforcement of 
existing laws and rules, may directly affect the operations and profitability of
broker-dealers. The SEC, self-regulatory authorities and state securities       
commissions may conduct administrative proceedings which can result in censure, 
fine, suspension or expulsion of a broker-dealer, its officers or employees.    
Such administrative proceedings, whether or not resulting in adverse findings,  
can require substantial expenditures. The principal purpose of regulation and   
discipline of broker/dealers is the protection of customers and the securities  
market, rather than protection of creditors and shareholders of broker-dealers. 

As a broker-dealer, Ryan Beck is required by federal law to belong to, and is a 
member of, the Securities Investor Protection Corp. ("SIPC").                   

Ryan Beck is subject to the net capital provision of Rule 15c3-1 under the      
Securities Exchange Act of 1934. At December 31, 2000, Ryan Beck was in         
compliance with all applicable capital requirements.                            

14

10-K405
15th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 15th

Ryan Beck operates under the provisions of paragraph (K)(2)(ii) of Rule 15c3-3  
of the SEC as a fully-disclosed broker and, accordingly, customer accounts are  
carried on the books of the clearing broker. However, Ryan Beck safe keeps and  
redeems municipal bond coupons for the benefit of its customers. Accordingly,   
Ryan Beck is subject to the provisions of SEC Rule 15c3-3 relating to possession
or control and customer reserve requirements and was in compliance with such    
provisions at December 31, 2000.                                                

RESTRICTIONS ON BBC'S ABILITY TO PAY DIVIDENDS TO BFC                           

While there is no assurance that BBC will pay dividends in the future, BBC has  
paid a regular quarterly dividend to its common stockholders since August 1993  
Management of BBC has indicated that it will seek to declare regular quarterly  
cash dividends on the BBC Common Stock. However, the payment of dividends by BBC
is subject to declaration by BBC's Board of Directors and applicable indenture  
restrictions and loan covenants and will also depend upon, among other things,  
the results of operations, financial condition and cash requirements of BBC and 
on the ability of BankAtlantic to pay dividends or otherwise advance funds to   
BBC, which in turn is subject to OTS regulations and is based upon              
BankAtlantic's regulatory capital levels and net income.                        

BankAtlantic must file a capital distribution notice or a capital distribution  
application with the OTS in connection with distributions to BBC. Current       
regulations applicable to the payment of cash dividends by savings institutions 
impose limits on capital distributions based on an institution's regulatory     
capital levels.                                                                 

A "well capitalized" institution must have risk-based capital of 10% or more,   
core capital of 5% or more and Tier 1 risk-based capital (based on the ratio of 
core capital to risk-weighted assets) of 6% or more and may not be subject to   
any written agreement, order, capital directive or prompt corrective action     
directive issued by the OTS to meet and maintain a specific capital level or a  
specific capital measure. At December 31, 2000 BankAtlantic met the capital     
requirements of a "well capitalized" institution as defined above.              

NEW ACCOUNTING PRONOUNCEMENTS                                                   

Financial Accounting Standards Board Statement No. 133, "Accounting for         
Derivative Instruments and Hedging Activities" ("FAS 133") was issued in June   
1998. This statement establishes accounting and reporting standards for         
derivative instruments, including certain derivative instruments embedded in    
other contracts, (collectively referred to as derivatives) and for hedging      
activities. It requires that an entity recognize all derivatives as either      
assets or liabilities in the statement of financial condition and measure those 
instruments at fair value.                                                      

The Company implemented FAS 133, as amended by FAS 137 and 138 as of January 1, 
2001. The Statement required the Company to mark its derivative securities to   
market. FAS 133 did not have a material impact on the Statement of Operations or
the Statement of Financial Condition.                                           

Financial Accounting Standards Board Statement No. 140, "Accounting for         
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" 
("FAS 140") was issued in September 2000. FAS 140 provides accounting and       
reporting standards for transfers and servicing of financial assets and         
extinguishments of liabilities. Those standards are based on consistent         
application of a financial-components approach that focuses on control. Under   
that approach, after a transfer of financial assets, an entity recognizes the   
financial and servicing assets it controls and the liabilities it has incurred, 
derecognizes financial assets when control has been surrendered, and            
derecognizes liabilities when extinguished. FAS 140 provides consistent         
standards for distinguishing transfers of financial assets that are sales from  
transfers that are secured borrowings.                                          

FAS 140 is effective for transfers and servicing of financial assets and        
extinguishments of liabilities occurring after March 31, 2001 and for           
recognition and reclassification of collateral and for disclosures relating to  
securitization transactions and collateral for fiscal years ending after        
December 15, 2000. Disclosures about securitization and collateral accepted need
not be reported for periods ending on or before December 15, 2000, for which    
financial statements are presented for comparative purposes. FAS 140 is to be   
applied prospectively with certain exceptions. Other than those exceptions,     
earlier or retroactive application of its accounting provisions is not          
permitted. Management believes that the implementation of FAS 140 will not have 
a material impact on the Statement of Operations or the Statement of Financial  
Conditions.                                                                     

15

10-K405
16th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 16th

ITEM 2. PROPERTIES                                                              

The Company's and BBC's principal and executive offices are located at 1750 East
Sunrise Boulevard, Fort Lauderdale, Florida 33304. BankAtlantic owns three      
buildings and leases four locations which house its back office operations. The 
following table sets forth at December 31, 2000 owned and leased BankAtlantic   
branch offices:                                                                 

                                                        [Enlarge/Download Table]


                                                                                Wal*Mart(1)
                                 Miami-Dade   Broward   Palm Beach  Tampa Bay   Superstores
                                 ----------  ---------  ----------  ----------  -----------
                                                                                           
Owned full-service branches              3          10         10           3           -- 
Leased full-service branches             9          12          3           4           16 
                                 ---------   ---------  ---------   ---------    --------- 

    Total full-service branches         12          22         13           7           16 
                                 =========   =========  =========   =========    ========= 

  Lease expiration dates         2001-2005   2001-2009  2001-2004   2002-2003    2001-2005 
                                 =========   =========  =========   =========    ========= 


(1)      BankAtlantic has discussed the possible sale of several Wal*Mart       
    Superstore branches to financial institutions in the local markets
    closest to those branches. A total of five branch leases mature in
2001.                                                         

BankAtlantic also maintains two ground leases in Broward County expiring        
2001-2072                                                                       

Levitt leases administrative offices. The leases expire in 2004 - 2005.         

Ryan Beck office space includes leased facilities in the following states with  
year of lease expiration:                                                       

                                                   Lease
        Locations                                   Expiration
        ---------                                   ----------

       New Jersey                                  2001-2007
       New York                                    2001-2003
     Pennsylvania                                   2005
       Florida                                     2002-2004
       Massachusetts                               2002-2004

Additionally, the properties listed below are not utilized by the Company but   
are held by the Company as investments. All are zoned for their current uses.   

         o        A shopping center known as the Burlington Manufacturers Outlet
           Center located in Burlington, North Carolina containing
approximately 265,265 leaseable square feet.

o        A 50% interest in an industrial park known as Delray 
               Industrial Park located in Delray Beach, Florida containing
approximately 134,237 leaseable square feet.

ITEM 3. LEGAL PROCEEDINGS                                                       

The following is a description of legal proceedings other than ordinary routine 
litigation incidental to the Company's business:                                

FRANCES SCOTT, NAOMI ROGERS, AND MAXINE LEACOCK, ON BEHALF OF THEMSELVES AND ALL
OTHERS SIMILARLY SITUATED, PLAINTIFFS, VS. MAYFLOWER HOME IMPROVEMENT CORP.,    
BANKATLANTIC, ET. AT., DEFENDANTS WAS FILED IN THE SUPERIOR COURT OF NEW JERSEY,
PASSAIC COUNTY, LAW DIVISION DOCKET NO,: PAS-L-2628-95, Frances Scott, on behalf
of herself and all other similarly situated brought an action against Mayflower 
Home Improvement Corp., EquiCredit Corporation of America, Bernard Perry, Gino  
Ciuffetelli, Hyman Beyer, Jeffrey Beyer, Bruce Beyer, MNC Credit Corp., Shawmut 
Bank, First Tennessee Bank, CIT Group/Credit Finance, Inc., Security Pacific    
Financial Services, Inc., Jerome Goldman, BankAtlantic, FSB., Michael Bisceglia 
and Gerald Annabel, in the Superior Court of New Jersey, Passaic County and was 
commenced on April 6, 1995. This action is a class action on behalf of the named
and unnamed plaintiffs who may have obtained loans from dealers who             

16

10-K405
17th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 17th

subsequently sold the loans to financial institutions, including BankAtlantic.  
The action seeks, among other things, recision of the loan agreements and       
damages. In January 2000, plaintiff filed an amended complaint with the trial   
court, identifying two new named plaintiffs whose potential claims were not     
barred by the statute of limitations and stating causes of action under various 
New Jersey Acts and Regulations. The class as presently defined includes 529    
BankAtlantic loans having original principal balances of $11.7 million. Through 
December 31, 2000, $4.3 million of such loans had been charged-off with $558,000
remaining outstanding. The court conducted a number of settlement discussions   
which resulted in a preliminary settlement agreement. Subject to final          
documentation and court approval, the parties have agreed to a settlement       
pursuant to which the Company will pay approximately $592,500 for class benefits
and attorneys fees and will provide $511,000 in principal reductions on loans   
which are currently carried on the Bank's books.                                

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                     

None.                                                                           

17

10-K405
18th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 18th
 PART II

ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND     
RELATED STOCKHOLDER MATTERS                                     

Prior to October 1997, the Company's outstanding capital stock consisted of a   
single class of common stock. On October 6, 1997, the Board of Directors of the 
Company declared a five for four stock split effected in the form of a 25% stock
dividend, payable in shares of the Company's newly authorized Class A Common    
Stock. The Class A Common Stock was a newly authorized series of the Company's  
capital stock and no shares were outstanding prior to the dividend. Pursuant to 
the Company's Articles of Incorporation, the Company's then existing common     
stock was automatically redesignated as Class B Common Stock without changing   
any of its rights and preferences upon the authorization by the Board of the    
stock dividend. The Class A Common Stock and the Class B Common Stock have      
substantially identical terms except that (i) the Class B Common Stock is       
entitled to one vote per share while the Class A Common Stock will have no      
voting rights other than those required by Florida law and (ii) each share of   
Class B Common Stock is convertible at the option of the holder thereof into one
share of Class A Common Stock.                                                  

The following table sets forth, for the periods indicated, the high bid and low 
asking prices of the Class A Common Stock and the Class B Common Stock, as      
reported by the National Quotation Bureau, L.L.C. The Company's Class A and     
Class B common stock trade on the OTC Bulletin Board under the symbols BFCFA and
BFCFB, respectively.                                                            

                                                                [Download Table]


Year:                                                                   
----                                                                    
                     Class A Common Stock    Class B Common Stock Price 
                    -----------------------  -------------------------- 
       Quarter        High           Low        High              Low   
       -------      -------        --------    -------           ------ 
                                                                        
1998:                                                                   

       1st Quarter  $ 15.50        $   9.34     $ 15.17           $ 9.33
       2nd Quarter  $ 12.63        $   9.25     $ 12.75           $ 9.00
       3rd Quarter  $ 11.63        $   6.25     $ 10.88           $ 6.00
       4th Quarter  $  7.13        $   4.00    $   7.75           $ 5.00

1999:                                                                   

       1st Quarter  $  7.00        $   4.88     $  7.50          $  6.00
       2nd Quarter  $  6.38        $   3.88     $  7.00          $  5.00
       3rd Quarter  $  5.88        $   4.75     $  5.88          $  5.00
       4th Quarter  $  5.13        $   2.94     $  5.75          $  3.00

2000:                                                                   

       1st Quarter  $  3.50        $   2.94     $  3.75          $  3.13
       2nd Quarter  $  3.31        $   2.88     $  3.25          $  3.00
       3rd Quarter  $  3.13        $   2.63     $  3.19          $  2.56
       4th Quarter  $  3.00        $   2.00     $  3.75          $  2.25


On March 23, 2001, there were approximately 1,100 record holders of the Class A 
Common Stock and 1,050 record holders of Class B common stock.                  

The last sale price during 2000 of the Company's Class A and Class B common   
stock as reported to the Registrant by the National Quotation Bureau was $2.25  
and $2.31 per share, respectively.                                              

There are no restrictions on the payment of cash dividends by BFC.            

As noted in Part I, Item I under "Business - Regulation and Supervision -       
Restrictions on BBC's Ability to Pay Dividends to BFC" there are restrictions on
the payment of dividends by BankAtlantic to BBC and by BBC to its common        
shareholders, including BFC. The primary source of funds for payment by BBC of  
dividends to BFC is currently dividend payments received by BBC from            
BankAtlantic.                                                                   

18

10-K405
19th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 19th

[THIS PAGE INTENTIONALLY LEFT BLANK}

19

10-K405
20th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 20th

ITEM 6.   Selected Consolidated Financial Data                                  

BFC FINANCIAL CORPORATION AND SUBSIDIARIES
Selected Consolidated Financial Data
 (In thousands, except for share data and percentages)

                                                        [Enlarge/Download Table]


                                                                       For the years ended December 31,                     
                                                     ------------------------------------------------------------------     
                                                        2000          1999          1998          1997            1996      
                                                     ---------        -----         -----        ------           -----     
                                                                                                                            
INCOME STATEMENT                                                                                                            
Total interest income                                $ 328,896        1,529         1,336           666           1,307     
Total interest expense                                 211,406        1,613         1,912         2,719           3,634     
                                                     ---------      -------       -------       -------         -------     
Net interest income (expense)                          117,490          (84)         (576)       (2,053)         (2,327)    
Provision for loan losses                               29,132          300            --            --              --     
(Losses) gains on securities, net                       (2,329)          --            --         1,349              --     
Other non-interest income                              116,586       14,110         2,729        15,849          14,072     
Non-interest expense                                   179,580        2,292         2,202         2,157           2,763     
                                                     ---------      -------       -------       -------         -------     
Income (loss) before income taxes,                                                                                          
   minority interest, discontinued                                                                                          
   operations and extraordinary items                   23,035       11,434           (49)       12,988           8,982     
Provision (benefit) for income taxes                    13,362        4,183          (368)        4,222           2,924     
Minority interest in income of                                                                                              
  consolidated subsidiaries                             14,655           --            --            --              --     
                                                     ---------      -------       -------       -------         -------     
(Loss) income from continuing operations                (4,982)       7,251           319         8,766           6,058     
Income from discontinued operations, net of tax            669           --            --            --              --     
                                                     ---------      -------       -------       -------         -------     
(Loss) income before extraordinary items                (4,313)       7,251           319         8,766           6,058     
Extraordinary items, net of tax                          7,948(i)       175(j)         61(f)      1,052(g)          853(h)  
                                                     ---------      -------       -------       -------         -------     
Net income                                           $   3,635        7,426           380         9,818           6,911     
                                                     =========      =======       =======       =======         =======     
COMMON SHARE DATA (D & E)                                                                                                   
Basic earnings (loss) per share (e)                                                                                         
  Before Extraordinary items                         $   (0.63)        0.91          0.04          1.10            0.78     
  Discontinued operations                                 0.09           --            --            --              --     
  Extraordinary items                                     1.00         0.02          0.01          0.13            0.11     
                                                     ---------      -------       -------       -------         -------     
  Net income                                         $    0.46         0.93          0.05          1.23            0.89     
                                                     ---------      -------       -------       -------         -------     
Diluted earnings (loss) per share (e)                                                                                       
  Before Extraordinary items                         $   (0.58)        0.82          0.04          1.00            0.73     
  Discontinued operations                                 0.08           --            --            --              --     
  Extraordinary items                                     0.93         0.02            --          0.12            0.10     
                                                     ---------      -------       -------       -------         -------     
  Net income                                         $    0.43         0.84          0.04          1.12            0.83     
                                                     ---------      -------       -------       -------         -------     
Basic weighted average of common                                                                                            
 shares outstanding (e)                                  7,957        7,957         7,954         7,938           7,811     
Diluted weighted average of common                                                                                          
 shares outstanding (e)                                  8,521        8,818         9,101         8,731           8,347     
Ratio of earnings to fixed charges ( c)                  (0.14)        2.34          2.33          1.69            1.33     
Dollar deficiency of earnings to fixed charges ( c)      1,586           --            --            --              --     

                                                                                                                 (continued)


20

10-K405
21st Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 21st

BFC FINANCIAL CORPORATION AND SUBSIDIARIES
Selected Consolidated Financial Data - (continued)
 (In thousands, except for share data and percentages)

                                                        [Enlarge/Download Table]


                                                                              December 31,                               
                                                     ------------------------------------------------------------------  
                                                        2000          1999          1998          1997            1996   
                                                     ---------        -----         -----        ------           -----  
                                                                                                                         
Balance Sheet (at year end)                                                                                              
Loans and leases, net (k)                           $2,855,015      $ 1,325       $ 1,740       $ 1,859         $ 2,180  
Securities                                           1,315,122       8,663           450         1,478           6,819   
Total assets                                         4,654,954      96,745        91,257        98,871          98,841   
Deposits                                             2,234,485          --             -             -               -   
Other borrowings                                     2,021,083       18,253        12,236        24,674          28,451  
Stockholders' equity                                    72,615       58,965        57,631        54,142          41,462  
Book value per share (e)                                  9.13         7.41          7.24          6.81            5.26  
Return on average equity                                  5.77 %      12.61 %        0.67 %       21.10   %       17.70 %
ASSET QUALITY RATIOS                                                                                                     
Non-performing assets as a percent of total loans,                                                                       
  tax certificates and real estate owned                  0.89 %         --            --            --              --  
Loan loss allowance as a percent of                                                                                      
  non-performing loans                                  259.58 %         --            --            --              --  
Loan loss allowance as a percent of total loans           1.62 %         --            --            --              --  
CAPITAL RATIOS FOR BANKATLANTIC:                                                                                         

Total risk based capital                                 11.00        13.30         13.92         18.64           10.83  
Tier I risk based capital                                 9.74        12.04         12.67         17.38            9.58  
Leverage                                                  6.66         7.71          8.48         11.12            6.65  


(a)   Ratios were computed using quarterly averages.                            
(b)   Since its inception, BFC has not paid any dividends.                      
(c)   The operations of BBC have been eliminated since there is a dividend      
restriction between BankAtlantic and BBC.                           
(d)   Prior to 1997 there were no Class A common shares outstanding. All shares 
   outstanding prior to 1997 were Class B common shares. While the Company
    has two classes of common stock outstanding, the two-class method is not
  presented because the company's capital structure does not provide for
    different dividend rates or other preferences, other than voting rights,
between the two classes.                                            
(e)   I.R.E. Realty Advisory Group, Inc. ("RAG") owns 1,375,000 of BFC's Class A
    Common Stock and 500,000 shares of BFC Class B Common Stock. Because the
     Company owns 45.5% of the outstanding common stock of RAG, 624,938 shares
  of Class A Common Stock and 227,500 shares of Class B Common Stock are
      eliminated from the number of shares outstanding for purposes of computing
earnings per share and book value per share.                        
(f)   Gain from extinguishment of debt of $61 net of income taxes of $39.       
(g)   Gain on settlements of Exchange litigation of approximately $756 (net of  
    income tax), net gain from extinguishment of debt of $115 (net of income
   tax) and net gain from debt restructuring of approximately $181 (net of
income tax).                                                        
(h)   Gain on settlements of Exchange litigation of approximately $853 (net of  
income tax),                                                        
(i)   BBC purchased $53.8 million aggregate principal amount of its 5-5/8%      
      Debentures and recognized a $7.9 million (net of income tax) extraordinary
gain in conjunction with these purchases.                           
(j)   Net loss from extinguishment of debt of approximately $179 (net of income 
  tax benefit) and net gain on settlement of litigation of approximately
$354 (net of income tax).                                           
(k)   Includes $1.3 million of bankers acceptances in 2000.                     

21

10-K405
22nd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 22nd

ITEM 7. BFC FINANCIAL CORPORATION'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF     
FINANCIAL CONDITION AND RESULTS OF OPERATIONS                   

GENERAL - BFC Financial Corporation ("BFC" or "the Company") is a unitary       
savings bank holding company that owns approximately 26.2% and 100%,            
respectively, of the outstanding BankAtlantic Bancorp, Inc. ("BBC") Class A and 
Class B Common Stock, in the aggregate representing 36% of all the outstanding  
BBC Common Stock. BBC is the holding company for BankAtlantic, a Federal Savings
Bank ("BankAtlantic") by virtue of its ownership of 100% of the outstanding     
BankAtlantic common stock.                                                      

In August 2000, BBC shareholders approved a corporate transaction which resulted
in the retirement of all publicly held BBC Class B Common Stock, leaving BFC the
sole holder of BBC's Class B Common Stock. The Class B Common Stock represents  
100% of the voting rights of BBC. As the sole holder of BBC Class B Common      
Stock, BFC now controls greater than 50% of the vote of BBC and accordingly BBC 
is now consolidated in the financial statements of BFC instead of, as previously
reflected, carried on the equity basis. Adjustments to operations relating to   
changes in the Company's percentage ownership are reflected in minority         
interest.                                                                       

CONSOLIDATED RESULTS OF OPERATIONS                                              

The following discussion and analysis of BFC's results of operations, without   
consideration of BBC consolidated amounts is provided:                          

                                                                [Download Table]


(in thousands)                      2000         1999       1998    
--------------                    ---------   ---------   --------- 
                                                                    
Interest income                   $   1,005       1,529       1,336 
Interest expense and overhead        (3,767)     (3,905)     (4,114)
Provision for loan losses                --        (300)         -- 
Loss on securities                   (4,555)         --          -- 
Equity in earnings (loss) of BBC      8,264      10,501      (1,397)
Non-interest income                   2,648       3,609       4,126 
                                  ---------   ---------   --------- 
Segment profits and (losses)                                        
 before taxes                         3,595      11,434         (49)
Provision (benefit)                                                 
  for income taxes                    1,755       4,183        (368)
Minority interest in other                                          
subsidiaries                                                        
  (excluding BBC)                     1,795          --          -- 
                                  ---------   ---------   --------- 
Net income from continuing                                          
  operations                      $   3,635       7,251         319 
                                  =========   =========   ========= 

Average assets                    $ 127,257      96,134      96,331 
                                  =========   =========   ========= 


Net income for the year ended December 31, 2000, 1999 and 1998 was approximately
$3.6 million, $7.4 million and $380,000, respectively. Operations for 1999      
included extraordinary gains on settlements of litigation, net of income taxes  
of approximately $354,000. Operations in 1999 included an extraordinary loss    
from extinguishments of debt, net of income tax benefit of approximately        
$179,000. Operations in 1998 included extraordinary gains, net of income taxes, 
of $61,000 from extinguishment of debt.                                         

BFC's income from continuing operations decreased for the year ended December   
31, 2000 as compared to the same period in 1999 primarily due to:               

   o        A decline in BBC's earnings (as discussed below in BBC's
results of operations),                     
o        Loss on securities in 2000,                          

22

10-K405
23rd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 23rd
   o        Interest received in 1999 from an affiliated real estate
                limited partnership that had not been accrued in prior years
              that did not recur in 2000. As a result of the sale of its
              real estate properties, the affiliated limited partnership
            obtained the funds which allowed it to make the interest
payment, and                                
o        A decrease in other non-interest income relating to  
                distributions received from real estate limited partnerships
               in 1999 that had not been accrued for in prior years, which
did not recur in 2000.                      

BFC's income from continuing operations increased for the year ended December   
31, 1999 as compared to the same period in 1998 primarily due to:               

     o        An increase in BBC's earnings (as discussed below in BBC's
results of operations) and                  
o        An increase in interest income                       

This increase was offset by a decrease in non-interest income and a provision   
for loan losses.                                                                

The decrease in interest income for the year ended December 31, 2000 as compared
to the same period in 1999 and the increase in interest income for the year     
ended December 31, 1999 as compared to the same period in 1998 was primarily due
to interest received in 1999 of approximately $954,000 from an affiliated       
limited partnership. The loan from the limited partnership was satisfied in 1996
but the accrued interest remained unpaid. In 1999, the limited partnership      
obtained the funds through the sale of its real estate properties allowing it to
make the interest payment. This increase from 1999 to 1998 was offset in part by
a decrease of approximately $734,000 in interest earned from advances associated
with the Company's development and construction of the Center Port property.    

The Company recorded a provision for loan losses due from affiliated real estate
limited partnerships of $300,000 during 1999. This provision for loan losses was
based upon management's determination regarding the net carrying value of the   
loans and the estimated fair value of the underlying loan collateral.           

In 2000, BFC recognized a $4.6 million loss on securities which was an          
impairment loss on equity investments.                                          

Non-interest income decreased for the year ended December 31, 2000 as compared  
to 1999 primarily associated with distributions received in 1999 from a real    
estate limited partnership.                                                     

Non-interest income decreased for the year ended December 31, 1999 as compared  
to the same period in 1998 primarily due to net gain on sales of real estate in 
1999 of approximately $1.4 million as compared to $3.2 million in 1998. This    
decrease was offset by an increase in earnings of approximately $133,000 at BMOC
and distributions received in 1999 from real estate limited partnerships of     
approximately $851,000.                                                         

During 1999, the Company sold:                                                  

         o        The ownership interest in parcels of land occupied by two Toys
                 R Us stores located in Springfield, Massachusetts and Aurora,
                 Illinois for approximately $825,000. The Company recognized a
               net gain on this transaction of approximately $766,000, and

o        Approximately 8 acres of the Center Port property for
                 approximately $2.7 million and recognized a net gain from the
sale of approximately $626,000.             

During 1998, the Company sold:                                                  

 o        Approximately 38 acres of the Center Port property for
                  approximately $10.9 million and recognized a net gain from the
          sale of real estate of approximately $2.6 million, and

    o        Approximately 15,000 square feet of the BMOC property for
            $500,000 and recognized a net gain from the sale of real
estate of approximately $301,000.           

In 1996, the Company sold a 50% interest in a property located in Delray Beach, 
Florida, included in investment real estate, net. Since the Company was the     
maker on the non-recourse mortgage note on the Delray Beach property and since  
the Company maintained a 50% interest in the subject property, the gain on the  
sale of approximately $0.6 million was deferred. During the quarter ended June  
30, 1998, 50% of the deferred profit of approximately $0.3 million was          
recognized upon refinancing the property's mortgage note. The remaining deferred
profit will be recognized upon the sale of the remaining interest in the        
property.                                                                       

23

10-K405
24th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 24th

During 1999, the Company received distributions of approximately $588,000 from a
real estate limited partnership in which the Company holds an interest when the 
limited partnership sold 31 of 34 convenience stores that it owned. The Company 
has a 49.5% interest in this partnership and had written off its investment of  
approximately $441,000 in 1990 based on the bankruptcy of the entity leasing the
real estate. In March 1996, as part of the sale of the Company's Cypress Creek  
property in Fort Lauderdale, Florida, the Company received a 4.5% limited       
partnership interest in the partnership that acquired the property. In 1999, the
Company received a distribution of approximately $263,000 in connection with the
liquidation of this partnership.                                                

BBC's net income (loss) available for common shareholders for the years ended 
December 31, 2000, 1999 and 1998 are summarized below (in thousands):           

                                                        [Enlarge/Download Table]


                                           For the Years Ended December 31,       2000 to    1999 to
                                        ----------------------------------------    1999      1998  
                                         2000          1999           1998         Change    Change 
                                       -------        -------        -------       -------   -------
                                                                                                    
Income from continuing operations      $16,097         28,792         10,186       (12,695)   18,606
Income (loss) from discontinued                                                                     
  mortgage servicing business, less                                                                 
   applicable income taxes                 669          2,077        (18,220)       (1,408)   20,297
                                       -------        -------        -------       -------   -------
Income (loss) before extraordinary                                                                  
  items, less applicable income taxes   16,766         30,869         (8,034)      (14,103)   38,903
Extraordinary items, less applicable                                                                
   income taxes                          7,948             --             --         7,948        --
                                       -------        -------        -------       -------   -------
Net income (loss)                      $24,714         30,869         (8,034)       (6,155)   38,903
                                       =======        =======        =======       =======   =======

The decrease in the Company's equity in BBC for the year ended December 31, 2000
as compared to the same period in 1999 was primarily due to a decrease in income
at BBC. BBC's income from continuing operations declined 44% from 1999. The     
reduced income primarily resulted from higher compensation, advertising and     
consulting expenses, lower gains from the sale of loans held for sale, losses   
from capital markets activities, lower earnings from investment banking         
operations; and a restructuring charge associated with BBC's ATM activities.    
Additionally, BBC recognized a $7.9 million extraordinary gain from the         
repurchase of BBC's 5 5/8% Debentures at a discount and recorded a $669,000 gain
from discontinued operations primarily from the sale of the building occupied by
the mortgage servicing unit.                                                    

The increase in the Company's equity in earnings of BBC for the year 1999 as    
compared to 1998 was due to an increase in earnings by BBC. BBC's income from   
continuing operations increased by 183% during the year ended December 31, 1999 
compared to the same period during 1998 The primary reasons for BBC's increase  
in income from continuing operations during 1999 compared to 1998 were:         

        o        An increase in net interest income relating to a larger loan,
           securities available for sale and investment securities
portfolio,                                  
       o        Higher transaction and ATM fee income due to an expanded ATM
        network and a restructuring of transaction accounts,
o        Enhanced income from Ryan Beck operations,           
        o        A significant increase in earnings from land sales by Levitt,
     o        Lower bank operations expenses resulting from the December
     1998 corporate restructuring discussed below, and
     o        Gains on the sale of property and equipment and foreclosed
assets.                                     

The above BBC's increases were partially offset by:                             

      o        An increase in the provision for loan losses resulting from
                 charge-offs and delinquency trends in BBC's indirect consumer
and small business loan portfolios, and     
     o        Lower gains on the sale of loans, securities available for
sale and trading activities.                

BBC's income from discontinued operations for the year ended December 31, 1999  
resulted primarily from a lower than anticipated cost to sell mortgage servicing
rights and a recovery of a portion of the 1998 valuation allowance due to rising
interest rates during 1999. BBC's valuation allowance was established based upon
the interest rate environment at year end,                                      

24

10-K405
25th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 25th

which anticipated certain prepayment speeds. Due to rising interest rates during
1999, prepayment speeds were less than estimated resulting in an increase in the
market value of mortgage servicing rights.                                      

The Company does not include BBC and its subsidiaries in its consolidated     
income tax return with its wholly-owned subsidiaries since the Company owns less
than 80% of the outstanding stock of BBC. The Company utilizes the asset and    
liability method to account for income taxes. Under the asset and liability     
method, deferred tax assets and liabilities are recognized for the future tax   
consequences attributable to the differences between the financial statement    
carrying amounts of existing assets and liabilities and their respective tax    
bases. As of December 31, 2000 and 1999, BFC's deferred income tax liability was
approximately $21.6 million and $13.6 million, respectively.                    

PURCHASE ACCOUNTING                                                             

The acquisition of BBC was accounted for as a purchase and accordingly, the     
assets and liabilities acquired were revalued to reflect market values at the   
dates of acquisition. The discounts and premiums arising as a result of such    
revaluation are generally being accreted or amortized (i.e. added into income or
deducted from income), net of tax, using the level yield or interest method over
the remaining life of the assets and liabilities. The net impact of such        
accretion, amortization and other purchase accounting adjustments was to        
increase consolidated net earnings during the year ended December 31, 2000, 1999
and 1998 by approximately $149,000, $658,000 and $741,000, respectively.        

Excess cost over fair value of net assets acquired at December 31, 1999 and 1998
was approximately $331,000 and $454,000, respectively, and none at December 31, 
2000. Excess cost over fair value of net assets acquired at December 31, 1999   
and 1998 is included in the investment in BBC in the accompanying statements of 
financial condition.                                                            

BBC'S RESULTS OF OPERATIONS                                                     

Based on the fact that the Company owns 100% of BBC's voting stock and that BBC 
is now consolidated into BFC's financial statements, the following management's 
discussion and analysis deals primarily with the activities of BBC, since it now
represents substantially all of the Company's assets and business operations.   
Comparative analysis is provided for BBC although BBC was not consolidated in   
the comparable accompanying financial statements of the Company.                

25

10-K405
26th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 26th

NET INTEREST INCOME                                                             

The following table summarizes net interest income before capitalized interest  
expense:                                                                        

                                                        [Enlarge/Download Table]

                                                                       For the Years Ended(d)                                       
(Dollars in Thousands)                   December 31, 2000               December 31, 1999                December 31,  1998        
---------------------             ------------------------------   -----------------------------    ------------------------------- 
                                    Average    Revenue/   Yield/     Average   Revenue/    Yield/    Average     Revenue/    Yield/ 
                                    Balance    Expense     Rate      Balance    Expense    Rate      Balance     Expense      Rate  
                                  ----------   --------   ------   ----------  --------    ------   ----------  ---------    ------ 
                                                                                                                                    
INTEREST EARNING ASSETS                                                                                                             
 Loans: (a)                                                                                                                         
 Residential real estate          $1,372,034 $  100,178     7.30%  $1,360,310 $   96,381    7.09%   $1,474,988  $ 105,927     7.18% 
 Commercial real estate              861,483     82,475     9.57      676,944     63,139    9.33       540,465     51,340     9.50  
 Consumer                            226,515     21,809     9.63      273,448     26,321    9.63       325,736     31,678     9.73  
 International                        51,860      4,145     7.99       33,777      2,556    7.57        39,258      2,577     6.57  
 Lease financing                      57,649      8,260    14.33       33,220      5,228   15.74        14,299      2,365    16.54  
 Commercial business                 193,067     18,053     9.35      169,440     13,586    8.02        85,786      7,206     8.40  
 Small business                      102,748     11,461    11.15      120,655     12,494   10.36        76,529      8,063    10.54  
                                   ----------  ---------   -----    ---------- ----------  -----     ----------  ---------   -----  
Total loans                        2,865,356    246,381     8.60    2,667,794    219,705    8.24     2,557,061    209,156     8.18  
                                   ----------  ---------  -------   ---------- ----------  ------    ----------  ---------   ------ 
Securities available for sale (b)    829,608     50,799     6.12      865,837     52,306    6.04       583,753     34,924     5.98  
                                   ----------  ---------  -------   ---------- ----------  ------    ----------  ---------   ------ 
Investment securities (c)            341,678     28,921     8.46      124,075     12,160    9.80       102,726      9,909     9.65  
Federal funds sold                       629         40     6.36        1,302         64    4.92         2,688        149     5.54  
                                   ----------  ---------   -----    ---------- ----------  -----     ----------  ---------   -----  
Total investment securities          342,307     28,961     8.46      125,377     12,224    9.75       105,414     10,058     9.54  
                                   ----------  ---------  -------   ---------- ----------  ------    ----------  ---------   ------ 
Total interest earning assets      4,037,271    326,141(f)  8.08%   3,659,008    284,235(f) 7.77%    3,246,228    254,138     7.83% 
                                   ----------  ---------  -------   ---------- ----------  ------    ----------  ---------   ------ 
NON-INTEREST EARNING ASSETS                                                                                                         
Total non-interest earning assets     356,107                          356,826                          339,241                     
                                   ----------                       ----------                       ----------                     
Total assets                       $4,393,378                       $4,015,834                       $3,585,469                     
                                   ==========                       ==========                       ==========                     
INTEREST BEARING LIABILITIES                                                                                                        
Deposits:                                                                                                                           
 Savings (g)                       $   99,545  $   1,268     1.27%  $  122,590 $    1,833    1.50%   $  234,198  $   7,018     3.00%
 NOW, money funds and                                                                                                               
    checking (g)                      692,680     26,156     3.78      608,203     16,427    2.70       551,344     14,038     2.55 
 Certificate accounts               1,119,319     64,299     5.74    1,157,414     58,615    5.06       845,918     45,658     5.40 
                                   ----------  ---------   -----    ---------- ----------  -----     ----------  ---------   -----  
Total interest bearing deposits     1,911,544     91,723     4.80    1,888,207     76,875    4.07     1,631,460     66,714     4.09 
                                   ----------  ---------  -------   ---------- ----------  ------    ----------  ---------   ------ 
Securities sold under agreements                                                                                                    
  to repurchase and federal funds                                                                                                   
  Purchased                           563,178     34,617     6.15      383,231     18,329    4.78       270,277     13,767     5.09 
Advances from FHLB                  1,031,255     61,331     5.95      938,146     54,242    5.78       901,324     52,763     5.85 
Subordinated debentures and Notes     221,242     21,631     9.78      181,188     12,718    7.02       178,209     12,446     6.98 
Trust preferred securities (h)         74,750      7,197     9.63       74,750      7,197    9.63        74,750      7,197     9.63 
                                   ----------  ---------   -----    ---------- ----------  -----     ----------  ---------   -----  
Total interest bearing liabilities  3,801,969    216,499(e)  5.69%   3,465,522    169,361(e) 4.89%    3,056,020    152,887(e)  5.00%
                                   ----------  ---------  -------   ---------- ----------  ------    ----------  ---------   ------ 
NON-INTEREST BEARING LIABILITIES                                                                                                    
Demand deposit and escrow accounts    253,456                          232,980                          233,099                     
  Other liabilities                    82,732                           70,762                           64,143                     
                                   ----------                       ----------                       ----------                     
  Total non-interest bearing                                                                                                        
    liabilities                       336,188                          303,742                          297,242                     
                                   ----------                       ----------                       ----------                     
Stockholders' equity                  255,221                          246,570                          232,207                     
                                   ----------                       ----------                       ----------                     
Total liabilities and                                                                                                               
stockholders' equity               $4,393,378                       $4,015,834                       $3,585,469                     
                                   ==========                       ==========                       ==========                     
Net interest income/net interest                                                                                                    
  spread                                       $ 109,642     2.39%             $  114,874    2.88%               $ 101,251     2.83%
                                               =========  =======              ==========  ======                =========   ====== 
MARGIN                                                                                                                              

Interest income/interest earning                                                                                                    
  assets                                                     8.08%                           7.77%                             7.83%
Interest expense/interest earning                                                                                                   
  assets                                                     5.36                            4.63                              4.71 
                                                           -------                          ------                            ------
Consolidated net interest margin                             2.72%                           3.14%                             3.12%
                                                           =======                          ======                            ======
Net interest margin excluding                                                                                                       
  Levitt notes payable                                       2.86%                           3.16%                             3.12%
                                                          =======                          ======                            ====== 

(a)      Includes non-accruing loans.                         
(b)      Average balances were based on amortized cost.       
        (c)      Includes securities purchased under agreements to resell, tax
              certificates, mortgage-backed securities held to maturity,
     interest-bearing deposits and trading securities.
(d)      Applicable amounts and rates have been adjusted for  
discontinued operations.                    
         (e)      Does not reflect reduction due to capitalized interest on real
estate investments                          
         (f)      Excludes SLWHC utility receivable interest income accretion of
$1.7 million for December 31, 2000 and 1999.
        (g)      During 1998 BBC restructured its transaction accounts whereby
      savings accounts were transferred to NOW accounts.
      (h)      Trust preferred securities reflect the guaranteed preferred
                 beneficial interests in BBC's junior subordinated debentures.

26

10-K405
27th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 27th

The following table summarizes the changes in net interest income before        
capitalized interest expense: (in thousands)                                    

                                                        [Enlarge/Download Table]


                                                  Year Ended                           Year Ended                 
                                               December 31, 2000                     December 31, 1999            
                                             Compared to Year Ended               Compared to Year Ended          
                                              December 31, 1999 (c)                December 31, 1998 (c)          
                                     ------------------------------------   ------------------------------------- 
                                     Volume(A)       Rate         Total     Volume (A)      Rate          Total   
                                     ---------     --------      --------   ---------      --------      -------- 
                                                                                                                  
INCREASE (DECREASE) DUE TO:                                                                                       
Loans                                $ 17,072      $  9,604      $ 26,676    $  9,015      $  1,534      $ 10,549 
Securities available for sale          (2,200)          693        (1,507)     17,274           108        17,382 
Investment securities (b)              18,424        (1,663)       16,761       2,097           154         2,251 
Federal funds sold                        (43)           19           (24)        (68)          (17)          (85)
                                     --------      --------      --------    --------      --------      -------- 
Total earning assets                   33,253         8,653        41,906      28,318         1,779        30,097 
                                     --------      --------      --------    --------      --------      -------- 
Deposits:                                                                                                         
  Savings                                (283)         (282)         (565)     (1,672)       (3,513)       (5,185)
  NOW, money funds, and checking        3,160         6,569         9,729       1,562           827         2,389 
  Certificate accounts                 (2,186)        7,870         5,684      15,833        (2,876)       12,957 
                                     --------      --------      --------    --------      --------      -------- 
Total deposits                            691        14,157        14,848      15,723        (5,562)       10,161 
                                     --------      --------      --------    --------      --------      -------- 
Securities sold under agreements to                                                                               
  repurchase                           10,980         5,064        16,044       5,134          (848)        4,286 
Federal funds purchased                    98           146           244         284            (8)          276 
Advances from FHLB                      5,494         1,595         7,089       2,110          (631)        1,479 
Subordinated debentures                 3,912         5,001         8,913         201            71           272 
Guaranteed preferred beneficial                                                                                   
 interest in Company's Junior                                                                                     
 Subordinated Debentures                   --            --            --          --            --            -- 
                                     --------      --------      --------    --------      --------      -------- 
                                       20,484        11,806        32,290       7,729        (1,416)        6,313 
                                     --------      --------      --------    --------      --------      -------- 
Total interest bearing liabilities     21,175        25,963        47,138      23,452        (6,978)       16,474 
                                     --------      --------      --------    --------      --------      -------- 
Change in net interest income        $ 12,078      $(17,310)     $ (5,232)   $  4,866      $  8,757      $ 13,623 
                                     ========      ========      ========    ========      ========      ======== 

     a)       Changes attributable to rate/volume have been allocated to
volume.                                     
b)       Average balances were based on amortized costs.      
    c)       Does not reflect reduction due to capitalized interest on
investments in real estate.                 

Net interest income excluding capitalized interest and interest accretion on    
SLWHC utility receivable declined by $5.2 million from 1999. The decline        
resulted from the narrowing of the net interest margin due to the rising        
interest rate environment which began in July 1999 and the acquisition of Levitt
and Sons. The acquisition of Levitt and Sons resulted in a 14 basis point       
decline in the net interest margin during 2000 primarily because Levitt and Sons
interest expenses was included in the above average balance sheet whereas the   
income associated with those borrowings was recognized in non-interest income as
gains on the sales of real estate. The unfavorable effects of the lower interest
rate margin were partially offset by growth in BBC'S average earning assets.    
During the 2000 period, average earning assets significantly increased due to   
growth in the commercial real estate portfolio and the purchase of              
mortgage-backed securities held to maturity.                                    

The net interest margin declined by 42 basis points from 1999. The reduced      
margin was primarily the result of the fact that rates on interest bearing      
liabilities increased faster than yields on interest earning assets. Rate       
increases on interest-bearing liabilities were due to higher rates paid on      
deposit products, notes payable acquired in connection with the Levitt and Sons 
acquisition, short term borrowings and additional borrowings by the Parent      
Company segment to fund the corporate transaction and the retirement of a       
portion of BBC's 5 5/8% Convertible Debentures. The increased deposit average   
rates reflect the introduction of new transaction and time deposit products with
higher rates than the existing portfolio. Market rates on short-term borrowings 
were higher during 2000 compared to 1999.                                       

During 2000, BBC's average earning assets and average rate paying liabilities   
increased compared to 1999. The rising interest rate environment resulted in    
increased yields on earning assets with a corresponding increase in rates on    
interest paying liabilities. The higher balances and yields increased interest  
income by $41.9 million. Likewise, the higher balances and rates paid on average
interest bearing liabilities increased interest expense by $47.1 million.       

27

10-K405
28th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 28th

PROVISION FOR LOAN LOSSES                                                       

Changes in the allowance for loan losses were as follows (dollars in thousands):

                                                        [Enlarge/Download Table]


                                                                 For the Year Ended                              
                                                                     December 31,                                
                                    ---------------------------------------------------------------------------- 
                                      2000             1999             1998             1997            1996    
                                    --------         --------         --------         --------         -------- 
                                                                                                                 
Balance, beginning of period        $ 44,450         $ 37,950         $ 28,450         $ 25,750         $ 19,000 
Charge-offs:                                                                                                     
  Syndication loans                   (3,659)              --               --               --                  
  Commercial business loans              (24)             (87)            (896)            (180)          (1,048)
  Commercial real estate loans            --             (211)            (562)            (276)            (266)
  Small business                     (14,114)         (12,531)          (2,043)              --               -- 
  Lease financing                     (3,930)          (1,217)          (1,233)              --               -- 
  Consumer loan - indirect            (7,546)         (11,052)          (9,446)          (7,885)          (4,581)
  Consumer loans - direct             (2,233)          (2,443)          (1,746)          (2,809)          (1,756)
  Residential real estate loans         (715)            (150)            (169)            (180)             (67)
                                    --------         --------         --------         --------         -------- 
                                     (32,221)         (27,691)         (16,095)         (11,330)          (7,718)
                                    --------         --------         --------         --------         -------- 
Recoveries:                                                                                                      
  Small business - real estate            --               --               30               --               -- 
  Small business - non-mortgage        1,240              188               --               --               -- 
  Lease financing                        335              285              229               --               -- 
  Commercial business loans               94              185              489              301              518 
  Commercial real estate loans             8              205                9              208               47 
  Residential real estate loans          106               --               --               --               -- 
  Consumer loans - indirect            3,211            1,931            1,449            1,462              382 
  Consumer loans - direct                645              739              844              791            1,277 
                                    --------         --------         --------         --------         -------- 
                                       5,639            3,533            3,050            2,762            2,224 
                                    --------         --------         --------         --------         -------- 
Net charge-offs                      (26,582)         (24,158)         (13,045)          (8,568)          (5,494)
Provision for loan losses             29,132           30,658           21,788           11,268            5,844 
Allowance for loan losses acquired        --               --              757               --            6,400 
                                    --------         --------         --------         --------         -------- 
Balance, end of period              $ 47,000         $ 44,450         $ 37,950         $ 28,450         $ 25,750 
                                    ========         ========         ========         ========         ======== 


The provision for loan losses declined slightly from 1999. The improvement      
primarily resulted from lower credit losses in BBC's small business and consumer
indirect loan portfolios partially offset by additional reserves required in    
BBC's syndications and lease financing portfolios. The majority of BBC's net    
charge-offs were from small business and indirect consumer loans. BBC has       
significantly reduced the origination of small business loans and in December   
1998 discontinued the originations of indirect consumer loans. During 2000,     
major modifications were made to the underwriting process for small business    
loans. The declining loan balances in the above two portfolios resulted in      
reductions in the allowance for loan losses allocated to those portfolios. These
improvements in credit quality were partially offset by additional reserves     
required for the syndication and lease financing portfolios. The increased      
provision for loan losses associated with syndication loans relates to two loans
in which the borrowers encountered financial difficulties. The additional       
reserves allocated to lease financing resulted from adverse delinquency and     
industry trends associated with the portfolio.                                  

28

10-K405
29th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 29th

NON-PERFORMING ASSETS AND POTENTIAL PROBLEM LOANS                               

                                                        [Enlarge/Download Table]

                                                                                    December 31,                                  
                                                     ---------------------------------------------------------------------------- 
                                                        2000            1999            1998            1997            1996      
                                                     -----------     -----------     -----------     -----------      ----------- 
                                                                              (Dollars in Thousands)                              
                                                                                                                                  
NON PERFORMING ASSETS                                                                                                             
NON-ACCRUAL (1)                                                                                                                   
Tax certificates                                     $     2,491     $     2,258     $       765     $       880      $     1,835 
Residential                                               11,229          15,214           6,956           8,026            6,477 
Commercial real estate and business                        1,705           5,747          10,904           4,377            3,868 
Small business                                             2,532           4,427           1,603              --               -- 
Lease financing                                            1,515           1,201             893              --               -- 
Consumer                                                   1,125           5,705           3,008           5,166            2,079 
                                                     -----------     -----------     -----------     -----------      ----------- 
                                                          20,597          34,552          24,129          18,449           14,259 
REPOSSESSED (1)                                                                                                                   
Residential real estate owned                              2,562           1,929           2,169           3,825              748 
Commercial real estate owned                               1,937           2,022           3,334           3,703            4,170 
Consumer                                                      95             867           1,572           2,912            1,992 
Lease financing                                            1,647             386             324              --               -- 
                                                     -----------     -----------     -----------     -----------      ----------- 
                                                           6,241           5,204           7,399          10,440            6,910 
                                                     -----------     -----------     -----------     -----------      ----------- 
TOTAL NON-PERFORMING ASSETS                          $    26,838     $    39,756     $    31,528     $    28,889      $    21,169 
                                                     -----------     -----------     -----------     -----------      ----------- 
Total non-performing assets as a percentage of:                                                                                   

  Total assets                                              0.58%           0.96%           0.83%           0.94%            0.81%
                                                     ===========     ===========     ===========     ===========      =========== 
  Loans, tax certificates and net real estate owned         0.89%           1.40%           1.15%           1.33%            1.11%
                                                     ===========     ===========     ===========     ===========      =========== 
TOTAL ASSETS                                         $ 4,617,300     $ 4,159,901     $ 3,788,975     $ 3,064,480      $ 2,605,527 
                                                     ===========     ===========     ===========     ===========      =========== 
TOTAL LOANS, TAX CERTIFICATES AND NET                                                                                             
   REAL ESTATE OWNED                                 $ 3,029,592     $ 2,831,189     $ 2,729,738     $ 2,164,965      $ 1,911,501 
                                                     ===========     ===========     ===========     ===========      =========== 
Allowance for loan losses                            $    47,000     $    44,450     $    37,950     $    28,450      $    25,750 
                                                     ===========     ===========     ===========     ===========      =========== 
Total tax certificates                               $   124,289     $    93,080     $    50,916     $    56,162      $    55,977 
                                                     ===========     ===========     ===========     ===========      =========== 
Allowance for tax certificate losses                 $     1,937     $     1,504     $     1,020     $       949      $     1,466 
                                                     ===========     ===========     ===========     ===========      =========== 
POTENTIAL PROBLEM LOANS                                                                                                           

CONTRACTUALLY PAST DUE 90 DAYS OR MORE                                                                                            
Small business                                       $        --     $        --     $       349     $        --      $        -- 
Commercial real estate and business (2)                    7,086             410           2,833             647            2,961 
                                                     -----------     -----------     -----------     -----------      ----------- 
                                                           7,086             410           3,182             647            2,961 
PERFORMING IMPAIRED LOANS, NET OF                                                                                                 
   SPECIFIC ALLOWANCES                                                                                                            
Corporate syndication loans                               15,001              --              --              --               -- 

RESTRUCTURED LOANS                                                                                                                
Commercial real estate and business                           --              --               7           4,043            3,718 

DELINQUENT RESIDENTIAL LOANS PURCHASED                     5,389          10,447              --              --               -- 
                                                     -----------     -----------     -----------     -----------      ----------- 
TOTAL POTENTIAL PROBLEM LOANS                        $    27,476     $    10,857     $     3,189     $     4,690      $     6,679 
                                                     ===========     ===========     ===========     ===========      =========== 

(1)      Amounts are net of specific allowances for loan losses.                
(2)      The majority of these loans have matured and the borrower continues to 
 make payments under the matured loan agreement. The 2000 amount
represents one loan that was repaid during February 2001.     

Non-performing assets decreased by $12.9 million to $26.8 million at December   
31, 2000 compared to $39.8 million at December 31, 1999. Non-performing loans   
declined by $14.0 million while repossessed property increased by $1.1 million. 
The improvement reflects declines in non-performing residential, commercial,    
small business and consumer loans. These declines were partially offset by      
higher non-performing lease financing and tax certificates balances.            

The reduction in small business and consumer non-performing loans resulted from 
a declining portfolio and changes in the collection process resulting in        
decreased delinquencies.                                                        

Non-accrual commercial loans improved due to a payoff of a nonresidential       
commercial real estate loan and the foreclosure of a commercial real estate     
loan.                                                                           

29

10-K405
30th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 30th

The increase in non-performing tax certificates was attributed to portfolio     
growth.                                                                         

The increase in lease financing non-performing balances was due to higher       
portfolio balances and higher delinquencies.                                    

The increase in repossessed asset balances reflects higher residential REO and  
lease financing repossessed assets partially offset by lower consumer           
repossessed assets. The decline in consumer foreclosed assets resulted from     
changes in the collection process.                                              

Potential problem assets were $27.5 million at December 31, 2000 compared to    
$10.9 million at December 31, 1999. Commercial real estate and business loans   
contractually past due 90 days or more at December 31, 2000 represents one      
commercial real estate loan that was paid-off in February 2001. The performing  
impaired loans reflects two syndication loans that did not meet their loan      
covenants resulting in BBC's management having serious doubts as to the ability 
of such borrowers to comply with the present loan repayment terms. The above    
increase in potential problem loans was partially offset by decreases in        
delinquent residential loans purchased. The improvement resulted from either    
negotiated payoffs or foreclosure and sales of the non-performing residential   
loans acquired.                                                                 

ALLOWANCE FOR CREDIT LOSSES                                                     

BBC performs periodic and systematic detailed reviews of the loan and lease     
portfolios in an effort to identify inherent risks and to assess the overall    
collectibility of those portfolios. Certain homogeneous loan portfolios are     
evaluated collectively based on individual loan type, while remaining portfolios
are reviewed on an individual loan basis. These reviews, combined with          
historical loss experience and other factors, result in the identification and  
quantification of specific allowances for credit losses and loss factors which  
are used in determining the amount of the allowance and related provision for   
loan losses. The actual amount of credit losses may vary from the estimated     
losses due to changing economic conditions or changes in the industry. BBC has  
procedures in place to monitor differences between estimated and actual incurred
credit losses, which includes periodic assessments by senior management of both 
individual loans and credit portfolios and the models used to estimate credit   
losses in those portfolios. Portions of the allowance for loan losses, as       
presented on the table below, are assigned to cover the estimated probable      
losses in each loan and lease category based on the results of BBC's review     
process described above. Further assignments are made based on general and      
specific economic conditions, as well as performance trends within specific     
portfolio segments and individual concentrations of credit, including industry  
concentrations. The assigned portion of the allowance for loan losses is        
weighted toward the small business and the commercial loan portfolios. The      
amounts assigned to the small business portfolio reflect a higher level of      
delinquency trends and the potential for higher individual losses. The assigned 
portion associated with the commercial portfolio includes two syndication loans 
identified as potential problem loans and a portfolio reserve for commercial    
real estate loans due to their large loan balances and the size of the          
portfolio. The remaining unassigned portion of the allowance for loan losses,   
determined separately from the procedures outlined above, addresses certain     
industry and geographic concentrations, including economic conditions, in an    
attempt to address the imprecision inherent in the estimation of the assigned   
allowance for loan losses. Due to the subjectivity involved in the determination
of the unassigned portion of the allowance for loan losses, the relationship of 
the unassigned component to the total allowance for loan losses may fluctuate   
from period to period. BBC management evaluates the adequacy of the allowance   
for loan losses based on the combined total of the assigned and unassigned      
components and believes that the allowance for loan losses reflects BBC         
management's best estimate of incurred credit losses as of the balance sheet    
date.                                                                           

30

10-K405
31st Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 31st
The table below presents the allocation of the allowance for loan losses ("ALL")
by various loan classifications ("ALL by category"), the percent of allowance to
each loan category ("ALL to gross loans in each category") and sets forth the   
percentage of loans in each category to gross loans excluding banker's          
acceptances ("Loans by category to gross loans"). The allowance shown in the    
table should not be interpreted as an indication that charge-offs in future     
periods will occur in these amounts or proportions or that the allowance        
indicates future charge-off amounts or trends. There is no assurance that the   
allowance will be sufficient. (dollars in thousands)                            

                                                        [Enlarge/Download Table]


                              December 31, 2000                December 31, 1999                  December 31, 1998          
                     ---------------------------------  ---------------------------------   ---------------------------------
                                     ALL      Loans                     ALL         Loans                   ALL     Loans    
                                   to Gross     by                    to Gross       by                   to Gross    by     
                       ALL          Loans    Category     ALL          Loans      Category     ALL         Loans    Category 
                       by          in Each   to Gross     by          in Each     to Gross     by         in Each   to Gross 
                     Category     Category     Loans    Category      Category     Loans     Category     Category    Loans  
                     --------     --------   --------   --------      --------    --------   --------     --------  ---------
                                                                                                                             
Commercial business  $ 9,982         4.33%      7.10%    $ 4,655         1.94%       8.01%    $ 2,749        2.31%     4.14% 
Commercial real                                                                                                              
estate                10,072         0.77      40.25       8,118         0.86       31.44        9,411       1.20     27.21  
Small business        10,750        11.01       3.01      13,278        11.48        3.84        4,831       4.07      4.14  
Lease financing        2,879         3.79       2.34       2,131         4.91        1.45        1,320       5.27      0.87  
Residential real                                                                                                             
estate                 1,540         0.12      40.52       1,912         0.14       47.00        1,804       0.12     52.43  
Consumer - direct      2,989         1.89       4.86       2,294         1.89        4.05        1,652       1.63      3.53  
Consumer -indirect     5,388         8.62       1.92       7,758         6.18        4.21       10,409       4.72      7.68  
Unassigned             3,400          N/A        N/A       4,304          N/A         N/A        5,774        N/A       N/A  
                     -------                  ------     -------                   ------      -------                ------ 
                     $47,000         1.45%    100.00%    $44,450         1.48%     100.00%     $37,950       1.32%    100.00%
                     =======                  ======     =======                   ======      =======                ====== 


                                                        [Enlarge/Download Table]


                             December 31, 1997                 December 31, 1996         
                     --------------------------------  --------------------------------- 
                                      ALL     Loans                    ALL        Loans  
                                  to Gross     by                    to Gross      by    
                       ALL          Loans    Category    ALL          Loans     Category 
                       by         in Each    to Gross    by           in Each   to Gross 
                     Category     Category    Loans    Category      Category     Loans  
                    ---------     --------   --------  --------      --------   ---------
                                                                                         
Commercial business  $ 1,629         3.01%      2.57%   $ 3,676         4.70%      3.83% 
Commercial real        8,021         1.14      33.59      5,526         0.76      35.75  
estate                                                                                   
Small business           451         1.59       1.50         --           --         --  
Lease financing           --           --         --         --           --         --  
Residential real       2,045         0.21      46.39      3,201         0.36      43.52  
estate                                                                                   
Consumer - direct      3,935         3.75       5.60      3,632         2.23       7.98  
Consumer  -            7,791         3.59      10.35      5,289         2.91       8.92  
indirect                                                                                 
Unassigned             4,578          N/A        N/A      4,426          N/A        N/A  
                     -------                  ------    -------                  ------  
                     $28,450         1.36%    100.00%   $25,750         1.26%    100.00% 
                     =======                  ======    =======                  ======  

31

10-K405
32nd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 32nd

NON-INTEREST INCOME                                                             

                                                        [Enlarge/Download Table]


                                                                  For the Year                                      
                                                                Ended December 31,                Change            
                                                             ------------------------     ------------------------  
                                                                2000          1999         Amount          Percent  
                                                             ---------      ---------     ---------         ------  
                                                                                     (IN THOUSANDS)                 

                                                                                                                    
BANKING OPERATIONS                                                                                                  
Loan late fees and other loan income                         $   4,144      $   5,122     $    (978)        (19.09)%
(losses) gains on sales of loans held for sale, net               (528)         1,703        (2,231)       (131.00) 
Gains on  trading securities and available for sale, net         2,226          1,928           298          15.46  
Transaction fees                                                13,666         14,172          (506)         (3.57) 
ATM fees                                                        10,881          9,945           936           9.41  
Other                                                            4,511          5,731        (1,220)        (21.29) 
                                                             ---------      ---------     ---------         ------  
    Non-interest income                                         34,900         38,601        (3,701)         (9.59) 
                                                             ---------      ---------     ---------         ------  
LEVITT OPERATIONS                                                                                                   
Gains on sales of real estate held for development and sale     22,076          9,061        13,015         143.64  
Other                                                            7,055          1,812         5,243         289.35  
                                                             ---------      ---------     ---------         ------  
Non-interest income                                             29,131         10,873        18,258         167.92  
                                                             ---------      ---------     ---------         ------  
RYAN BECK OPERATIONS                                                                                                
Principal transactions                                          14,778         12,105         2,673          22.08  
Investment banking                                              15,387         20,984        (5,597)        (26.67) 
Commissions                                                     20,936         16,849         4,087          24.26  
Other                                                            1,032            657           375          57.08  
                                                             ---------      ---------     ---------         ------  
Non-interest income                                             52,133         50,595         1,538           3.04  
                                                             ---------      ---------     ---------         ------  
Total non-interest income                                    $ 116,164      $ 100,069     $  16,095          16.08% 
                                                             =========      =========     =========         ======  


BANKING OPERATIONS                                                              

Loan late fees and other loan income declined by 19% from 1999. The decrease    
primarily resulted from lower prepayment penalties on commercial real estate    
loans, a decline in late fee income on consumer and residential loans and lower 
renewal fee income associated with small business loans.                        

The loss on sales of loans during 2000 resulted from the sale of a syndication  
loan for a $695,000 loss as well as losses associated with capital markets      
activities and a decline in residential loans originated for resale. The        
realized loss on the syndication loan sale resulted from the acceptance of an   
offer from the underwriter of a syndication loan to purchase the loan at a      
discount. The borrower on the syndication loan had previously received a going  
concern opinion from its independent auditors. In September 2000, BBC           
discontinued the purchase for resale of residential loans and reclassified $222 
million of loans held for sale to loans held for investment realizing a $654,000
loss at the transfer date. During 2000, BBC refocused its residential lending   
activities exclusively on CRA lending and significantly reduced the origination 
and sale of residential loans resulting in a decline in gains on sales of       
residential loans originated for resale. The 1999 gains on loan sales resulted  
from sales of loans originated for resale and sales of loans purchased for      
resale.                                                                         

Gains on sales of trading securities and securities available for sale during   
2000 resulted from gains of $2.1 million and $399,000 from the sale of equity   
securities and mortgage-backed securities, respectively, a $316,000 unrealized  
gain from a forward contract, partially offset by a $5,000 net loss from trading
activities and a $630,000 write-down of equity investments.                     

The sales of securities available for sale were due to market conditions or were
strategic sales associated with managing BBC's interest rate risk. The          
unrealized gain resulted from BBC's investment in a forward contract to purchase
the underlying collateral from a government agency pool of securities in May    
2005. The trading loss was due to BBC's government securities and European time 
deposit trading activities. These activities were discontinued during 2000 due  
to low profit margins. The write-down resulted from two equity securities that  
were written down due to significant declines in their value that were          
considered other than temporary due to the financial condition and near term    
prospects of the issuers of the securities.                                     

32

10-K405
33rd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 33rd

During 1999, the gains on trading securities and securities available for sale  
resulted from gains of $1.6 million and $381,000 from the sale of               
mortgage-backed securities available for sale and equity securities,            
respectively, and a $82,000 loss from trading activities. The sales of          
securities available for sale were in reaction to changes in the interest rate  
environment during 1999.                                                        

Transaction fee income was slightly lower during 2000 compared to 1999. The     
decline was primarily due to lower deposit account monthly charges and analysis 
charges partially offset by an increase in fees earned on overdrafts.           

The improvement in ATM fee income during 2000 resulted from a renegotiated      
profit sharing agreement for certain locations and increased transaction        
activity at BankAtlantic's branch locations.                                    

Other income declined by 21% from 1999. The decline was due to lower gains on   
the sale of branch and back office facilities during 2000 compared to 1999.     
Gains on the sale of property and equipment was $874,000 during 2000 compared to
$2.0 million during 1999.                                                       

LEVITT OPERATIONS                                                               

The significant increase in gains on sales of real estate primarily resulted    
from the acquisition of Levitt and Sons effective December 31, 1999 and         
consistent earnings during the period from the St. Lucie West development.      
During 2000, gains on the sale of Levitt and Sons real estate was $13.0 million 
compared to zero during 1999. SLWHC recorded $9.0 million of gains on real      
estate sales in both the current year and 1999.                                 

Other income includes equity earnings in joint ventures, utility expansion      
income and revenues from rental operations. The majority of other income during 
2000 came from utility expansion income. During February 2000, SLWHC received a 
cash payment of $8.5 million relating to a receivable from a public municipality
providing water and wastewater services to St. Lucie West, resulting in a $4.3  
million gain. The payment is in full settlement of a receivable pursuant to an  
agreement dated December 1991 between SLWHC and the municipality. The 1991      
agreement required the municipality to reimburse SLWHC for its cost of          
increasing the service capacity of the utility plant via payment to SLWHC of the
future connection fees generated from such capacity.                            

Equity in earnings from joint ventures increased during the current year to $1.1
million compared to $800,000 last year. The remaining increase in other income  
resulted from the activities of Levitt and Sons.                                

Net pre-tax income from Levitt and Sons' homebuilding for 2000 was $4.0 million.
The net profit margin during 2000 was negatively impacted by the purchase       
accounting valuation of construction in process at the time of the acquisition. 
As a consequence, the net profit margin on the sale of real estate should       
improve in 2001 as the effects of purchase accounting valuations were largely   
absorbed in 2000 operating results.                                             

RYAN BECK OPERATIONS                                                            

Ryan Beck principal transactions and commission revenues increased 22% and 24%, 
respectively, from 1999, due to new initiatives such as intra-day trading,      
Certificate of Deposit wholesale trading and the full year recognition of       
commission income from institutional sales and the sale of retail investment    
products in BankAtlantic's branches. During 2000 Ryan Beck recognized a full    
year of activity in the institutional commission business as opposed to only six
months in 1999. Principal transactions trading revenues recovered from losses in
1999 related to two equity securities on which Ryan Beck acted as a market      
maker. Investment banking revenues decreased 27% in 2000, primarily resulting   
from a $544 million initial public offering that closed in 1999 (this was an    
all-time record-size offering for Ryan Beck) for which there was no             
correspondingly sized transaction in 2000. Other income increased due to an     
improvement in wealth management fees earned during 2000 compared to 1999.      

33

10-K405
34th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 34th

NON-INTEREST EXPENSE                                                            

                                                        [Enlarge/Download Table]


                                                                  For the Year                                
                                                                Ended December 31,             Change         
                                                             ----------------------       ------------------  
                                                               2000          1999          Amount    Percent  
                                                             --------      --------       -------    -------  
                                                                          (In Thousands)                      
                                                                                                              
BANKING OPERATIONS                                                                                            
Employee compensation and benefits                           $ 46,890      $ 39,206       $ 7,684      19.60 %
Occupancy and equipment                                        23,622        21,512         2,110       9.81 %
Advertising and promotion                                       4,154         2,113         2,041      96.59 %
Restructuring charges and write-downs                           2,656            --         2,656         N/A 
Amortization of cost over fair value of net assets acquired     2,833         2,840            (7)     (0.25)%
Other                                                          24,137        18,545         5,592      30.15 %
                                                             --------      --------       -------      ------ 
  Non-interest expenses                                       104,292        84,216        20,076      23.84 %
                                                             --------      --------       -------      ------ 
LEVITT OPERATIONS                                                                                             

Employee compensation and benefits                              6,846         1,012         5,834     576.48 %
Advertising and promotion                                       2,684           724         1,960     270.72 %
Selling, general and administrative                             9,201         4,352         4,849     111.42 %
                                                             --------      --------       -------      ------ 
Non-interest expenses                                          18,731         6,088        12,643     207.67 %
                                                             --------      --------       -------      ------ 
RYAN BECK OPERATIONS                                                                                          

Employee compensation and benefits                             37,191        34,777         2,414       6.94 %
Occupancy and equipment                                         3,632         2,910           722      24.81 %
Advertising and promotion                                       1,381         1,188           193      16.25 %
Amortization of cost over fair value of net assets acquired     1,248         1,161            87       7.49 %
Other                                                          10,732         9,439         1,293      13.70 %
                                                             --------      --------       -------      ------ 
Non-interest expenses                                          54,184        49,475         4,709       9.52 %
                                                             --------      --------       -------      ------ 
Total  non-interest expenses                                 $177,207      $139,779       $37,428      26.78 %
                                                             ========      ========       =======      ====== 


BANKING OPERATIONS                                                              

Banking operations compensation expense increased by 20% from 1999. Due to      
competitive local labor market conditions, BBC substantially increased          
compensation of existing employees and related health insurance and 401(k)      
retirement benefits. BBC strengthened its senior management team incurring      
recruitment and relocation expenses. BBC hired information systems personnel to 
upgrade its technology infrastructure and to launch internet banking.           
Additionally, significantly higher discretionary bonuses and incentive          
compensation were paid based on individual performance and the achievement of   
corporate goals.                                                                

Included in compensation expense during 2000 was a $1.3 million one-time charge 
resulting from the retirement of all publicly held outstanding shares of Class B
Common Stock. The compensation charge resulted from retirement of shares of     
Class B Common Stock in the corporate transaction from holders who received     
these shares upon exercise of options to acquire Class B Common Stock within six
months of the date of retirement.                                               

The above compensation increases were partially offset by the recognition during
the 2000 period of a $1.5 million benefit associated with BBC's defined benefit 
pension plan. The benefit was recognized due to a change in actuarial           
assumptions during 2000 associated with the rising interest rate environment.   
There was a $789,000 benefit recognized during the 1999 period.                 

Banking operations occupancy expenses increased by 10% from 1999. The increase  
resulted from higher ATM equipment repair and maintenance, additional data      
processing fees, higher costs associated with BankAtlantic's branch network and 
internet banking maintenance contracts and additional rental expense associated 
with new data processing facilities.                                            

During 2000, BBC incurred significant advertising costs associated with         
promotions for new deposit and loan products as well as promotional costs       
associated with internet banking.                                               

34

10-K405
35th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 35th

During the fourth quarter of 2000, BBC made a strategic decision to terminate   
its ATM relationships with Wal*Mart and K-Mart resulting in the restructuring   
charge and impairment write-down shown on the above table. The investment       
returns on the above relationships did not meet BBC's strategic goals. BBC      
management anticipates an improved contribution from ATM operations during 2001 
as a result of this action.                                                     

Banking operations other expenses increased by 30% from 1999. Part of the       
increase was due to the sale of REO properties during 1999 for a net gain of    
$2.2 million. During 2000, BBC recognized a net loss of $107,000 on the sale of 
REO properties. The majority of the 1999 gains were from the sale of one parcel 
of a foreclosed commercial real estate property. The remaining increase in BBC  
other expenses resulted from higher consulting fees associated with upgrades to 
BBC's technology infrastructure and internet banking, increases in the loss     
provision for tax certificates due to portfolio growth, an increase in          
contributions to the BankAtlantic Foundation, higher costs associated with the  
Sterling loans (See Note 17 to the consolidated financial statements) and higher
telecommunication expenses associated with enhancements to BBC's                
telecommunications infrastructure and call center.                              

LEVITT OPERATIONS                                                               

The increase in real estate operations non-interest expenses primarily related  
to the December 1999 acquisition of Levitt and Sons.                            

Levitt operations non-interest expense excluding Levitt and Sons operations was 
as follows:                                                                     

                                                                [Download Table]


                              For the Year                         
                           Ended December 31,         Change       
                           ------------------  --------------------
                            2000         1999  Amount       Percent
                           ------      ------  ------       -------
                                                                   
Compensation and benefits  $1,933      $1,012  $ 921         91.01%
Advertising                 1,002         724    278               
Other                                                        10.29%
                            4,800       4,352    448               
                           ------      ------  ------        ----- 
                           $7,735      $6,088  $1,647        27.05%
                           ======      ======  ======        ===== 

The higher compensation reflected an increase in the number of employees as well
as annual salary and benefit increases.                                         

RYAN BECK OPERATIONS                                                            

Ryan Beck compensation expense increased by 7% from 1999. The increase was      
primarily due to the implementation of numerous new initiatives since the latter
half of 1999. Ryan Beck experienced higher compensation charges related to the  
full year of institutional sales and general market research departments        
compared to three and six months of operations during 1999, respectively.       

Ryan Beck occupancy and equipment expense increases resulted from additional    
rent and depreciation expenses associated with new and renovated offices.       

Ryan Beck advertising and promotional expenses increased based on a full year of
costs associated with institutional sales.                                      

Ryan Beck other expenses increased due to communication costs such as telephone,
quotation systems and postage expenses associated with new offices and          
departments. Floor broker and clearing expenses were higher due to a 65%        
increase in the number of trades executed during 2000 compared to 1999.         
Professional fees increased due to additional expenses incurred for job         
placement and recruiting for various management positions.                      

DISCONTINUED OPERATIONS                                                         

During 2000, BBC recognized a $669,000 gain, net of taxes, from discontinued    
operations. The gain resulted from a higher than projected gain on the sale of a
building used by the mortgage servicing unit.                                   

35

10-K405
36th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 36th

During 1999, BBC recognized a $2.1 million gain, net of taxes from discontinued 
operations. The gain resulted from lower than anticipated costs associated with 
the mortgage servicing portfolio sale along with higher servicing balances based
on slower than anticipated loan repayments.                                     

EXTRAORDINARY ITEMS                                                             

During 2000, BBC purchased $53.8 million aggregate principal amount of its 5    
5/8% convertible debentures through two tender offers and unsolicited open      
market purchases. These debentures were purchased at a discount resulting in a  
$7.9 million (net of tax) extraordinary gain.                                   

SEGMENT REPORTING                                                               

The following table and subsequent discussion are based on the Company's method 
for reporting internally on business segment performance. BFC (without          
consideration of BBC) is considered as a separate segment. For BBC, the reports 
centralize at the BBC Parent Company level all acquisition financing and        
intangible costs. Overhead and other expenses of non-revenue divisions are      
allocated within BBC as interest expense and overhead based on average assets of
each segment. The presentation and allocation of interest expense and overhead  
and the net contribution calculated for operating segments may not reflect the  
actual economic costs, contribution or results of operations of the unit as a   
stand alone business. If a different basis of allocation was utilized, the      
relative contributions of the segments might differ but the relative trends in  
segments would, in management's view, likely not be impacted.                   

(Dollars in thousands)                                                          

                                                        [Enlarge/Download Table]

                                                                                                  Bank Operations    
                            Capital Markets        Commercial Banking    Community Banking              Total        
                       ---------------------    --------------------   --------------------    --------------------- 
                         2000         1999        2000         1999     2000         1999        2000        1999    
                       --------     --------    --------     -------   -------      -------    --------     -------- 
                                                                                                                     
Interest income        $178,229     $159,855    $116,196     $85,257   $33,238      $38,728    $327,663     $283,840 
Interest expense and                                                                                                 
  overhead             (145,565)    (120,259)    (68,030)    (43,337)  (20,229)     (19,997)   (233,824)    (183,593)
Provision for loan                                                                                                   
  losses                   (449)        (258)    (15,866)     (3,017)  (12,817)     (27,383)    (29,132)     (30,658)
Non-interest income         731        3,293       2,359       4,550    11,693       12,062      14,783       19,905 
Segment net income                                                                                                   
  (loss)                 17,898       22,738      17,774      22,287    (5,969)      (9,576)     29,703       35,449 
Average assets        2,484,625    2,335,055   1,173,581     914,101   350,973      421,556   4,009,179    3,670,712 
Net interest spread        2.79%        2.92%       5.44%       5.77%     5.19%        5.64%       3.78%        3.94%

                                                        [Enlarge/Download Table]


                        Levitt Corporation       Ryan Beck         Bbc Parent Company     Bfc Holding Company  
                       -------------------   ------------------   --------------------   --------------------- 
                        2000         1999     2000        1999     2000         1999       2000        1999    
                       ------       ------   ------      ------   -------      -------   --------     -------- 
                                                                                                               
Interest income        $2,264       $1,702   $2,151      $1,589    $1,206       $4,052     $1,005       $1,529 
Interest expense and                                                                                           
  overhead             (1,315)      (1,001)    (551)       (903)  (22,990)     (19,370)    (3,767)      (3,905)
Provision for loan                                                                                             
  losses                   --           --       --          --        --           --         --         (300)
Non-interest income                                                                                            
(expense)              29,670       10,874   52,133      50,595     2,916          984     (1,907)      14,110 
Segment net income                                                                                             
   (loss)               6,955        4,032      867       2,319   (19,753)     (13,008)    (6,424)       7,251 
Average assets        157,090       73,346   43,890      38,433    88,844       89,489     37,654       96,134 


BUSINESS SEGMENT RESULTS OF OPERATIONS                                          

CAPITAL MARKETS                                                                 

Segment net income declined by 21% from 1999. The lower net income primarily    
resulted from lower gains on the sale of residential loans held for sale,       
write-downs of loans held for sale and an increase in the interest expense and  
overhead allocation to this segment.                                            

The decrease in non-interest income was primarily associated with lower gains   
associated with loans held for sale and write-downs of purchased residential    
loans held for sale. The declines in gains on sales of residential loans held   
for sale and write-downs of residential loans resulted from unfavorable market  
conditions during 2000.                                                         

The above declines in segment net income were partially offset by an increase in
interest income primarily associated with higher rates earned on average assets 
caused by higher interest rates during 2000 compared to 1999.                   

36

10-K405
37th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 37th

COMMERCIAL BANKING                                                              

Segment net income declined by 20% from 1999. The primary reasons for the       
decline were a substantial increase in the provision for loan losses (primarily 
in syndications and lease activities), a significant gain on the sale of a REO  
property during 1999 for which no similar gain was realized in 2000, losses on  
the sale of a problem syndicated loan and an increase in interest expense and   
overhead allocated to this segment.                                             

The above declines in segment net income were partially offset by an increase in
interest income attributed to a substantial increase in the commercial real     
estate portfolio and higher rates earned on average assets compared to 1999.    

The decline in non-interest income resulted from a $1.5 million gain on the sale
of an REO property during 1999 and a $695,000 loss on the sale of a syndicated  
loan during 2000. There were no significant gains on the sale of REO in the     
segment during 2000 and BBC did not sell loans from this segment during 1999.   

COMMUNITY BANKING                                                               

Segment net loss declined by $3.6 million during 2000 compared to 1999. The     
improvement in the community banking segment operations primarily resulted from 
a significantly lower provision for loan losses. This improvement reflects      
management's belief that substantial progress has been made in enhancing the    
credit quality of new loan originations in this segment. The majority of the    
provision for loan losses in this segment related to small business loans       
originated prior to the 2000 fiscal year and indirect automobile loans. These   
portfolios declined substantially during 2000 with a corresponding reduction in 
charge-offs and the provision for loan losses.                                  

The decline in interest income was also due to lower average portfolio balances 
during 2000 compared to 1999.                                                   

Non-interest income decreased slightly due to higher ATM fee income partially   
offset by declines in loan fees.                                                

ALLOCATION OF OVERHEAD - BANK OPERATION                                         

The Bank Operation overhead increased for all bank segments due to a substantial
increase in interest expense from higher interest bearing liabilities average   
rates and balances. The increased interest bearing liabilities was primarily    
associated with the funding of asset growth. The increased average rates        
reflected the rising interest rate environment during 2000 compared to 1999. The
higher operating expenses resulted from increased compensation, data processing 
and consulting expenses. The increases in data processing and consulting fees   
were primarily associated with upgrades to BBC's technology infrastructure as   
well as BBC entry into internet banking. These bank operation overhead increases
were allocated to each bank operation segment pro-rata based on its average     
assets.                                                                         

LEVITT CORPORATION                                                              

Segment net income from Levitt's operations increased by 72% from 1999. The     
improvement in segment net income primarily resulted from the acquisition of    
Levitt and Sons during December 1999 and secondarily higher income from St.     
Lucie West operations due to the utility receivable sale. Excluding the         
acquisition of Levitt and Sons, interest income increased by $300,000,          
non-interest income increased by $3.0 million and non-interest expense increased
by $1.8 million.                                                                

RYAN BECK                                                                       

Segment income from operations declined by 63% from 1999. The decline in segment
income during 2000 primarily reflects lower investment banking income and higher
operating expenses.                                                             

Total non-interest income increased from 1999. While investment banking revenues
declined during 2000, revenues from principal transactions and commissions      
increased 22% and 24%, respectively. This increase reflected a strategic        
expansion of operations, in the latter half of 1999, which added analytical     
coverage of new industries, including the consumer services, energy,            
homebuilding, healthcare and pharmaceuticals industries. The decline in         
investment banking revenue can be attributed to an all-time record-size offering
during 1999. The increase in operating expenses resulted from the significant   
expansion of Ryan Beck's operations discussed above.                            

37

10-K405
38th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 38th

BBC PARENT COMPANY                                                              

The Parent Company's loss increased by $6.7 million during 2000 compared to     
1999. This additional net loss reflected additional borrowings associated with  
the corporate transaction and lower interest income due to the repayment of a   
$10 million note receivable from Ryan Beck.                                     

BFC HOLDING COMPANY                                                             

BFC Holding Company segment net loss in 2000 was approximately $6.4 million and 
segment net income in 1999 was approximately $7.3 million. Interest income      
decreased in 2000 as compared to 1999 associated with interest received in 1999 
from an affiliated real estate limited partnership that had not been accrued in 
prior years that did not recur in 2000. In 1999, BFC's investment in BBC was    
carried on the equity basis and accordingly the 1999 table within the           
non-interest income component includes $10.5 million in equity in earnings of   
BBC. In 2000, BFC controls greater than 50% of the vote of BBC and BBC is       
consolidated in the financial statements of the Company. Therefore, BFC's equity
in earnings is excluded from the 2000 BFC Holding Company segment results .     
Reflected in 2000 non-interest income (expense) is an impairment loss on        
securities of approximately $4.6 million. Additionally non-interest income      
(expense) decreased in 2000 as compared to 1999 primarily due to distributions  
received in 1999 which did not recur in 2000 from real estate limited           
partnerships, that had not been accrued in prior years.                         

FINANCIAL CONDITION                                                             
-------------------                                                             

CONSOLIDATED FINANCIAL CONDITION                                                

The Company's total assets at December 31, 2000 and 1999 were $4.7 billion and  
$96.7 million, respectively. On August 17, 2000, BBC Class A and Class B        
shareholders approved a transaction which resulted in the redemption and        
retirement of all of its outstanding shares of Class B common stock not owned by
BFC. The Class B Common Stock represents 100% of the voting rights of BBC. As   
the sole holder of BBC Class B Common Stock, BFC now controls greater than 50%  
of the vote of BBC and is consolidated in the financial statement of BFC instead
of carried on the equity basis. The financial statements for 2000 and the       
various financial schedules reflect major changes from the previous periods as a
consequence of this transaction and the resulting consolidation of the financial
information.                                                                    

BBC'S FINANCIAL CONDITION                                                       

BBC considers interest rate sensitivity, credit risk, liquidity risk, equity    
pricing risk, general economic conditions and capital position in managing its  
financial condition                                                             

BBC's total assets at December 31, 2000 and 1999 were $4.6 billion and $4.2     
billion, respectively. The increase in total assets primarily resulted from an  
increase in: investment securities and tax certificates, securities available   
for sale, loans and leases receivable, accrued interest receivable and trading  
securities. The above increases were partially offset by declines in deferred   
tax assets and other assets.                                                    

The securities available for sale portfolio totaled $839 million at December 31,
2000 compared to $818 million at December 31, 1999. The increase primarily      
resulted from purchases of mortgage-backed securities during the fourth quarter 
of 2000.                                                                        

Investment securities and tax certificates at December 31, 2000 totaled $384    
million compared to $113 million at December 31, 1999. The increases primarily  
resulted from the purchase of mortgage-backed securities classified as held to  
maturity and the expansion of BBC's tax certificate operation. During 2000, BBC 
purchased $426 million of investment securities and tax certificates and        
received proceeds from redemptions and maturities of $155 million.              

Trading securities totaled $43.6 million at December 31, 2000 compared to $23.3 
million at December 31, 1999. The increase reflects the implementation of new   
trading strategies during the fourth quarter of 2000 which resulted in increased
positions in fixed income debt securities.                                      

Total loans and leases at December 31, 2000 were $2,854 million compared to     
$2,690 million at December 31, 1999. The growth in BBC's loan portfolio         
reflected higher commercial loan balances due to originations and purchases     
partially offset by declining consumer and small business loan balances.        

38

10-K405
39th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 39th

Accrued interest receivable balances increased from the comparable 1999 period. 
The increase resulted from growth in the loan and tax certificate portfolios    
along with purchases of mortgage-backed securities held to maturity and the     
execution of swap contracts.                                                    

Deferred tax assets balances declined from the comparable 1999 period. The      
decline primarily resulted from an increase in the deferred tax liability on    
unrealized appreciation on securities available for sale.                       

Other assets declined from the comparable 1999 period. Other assets primarily   
consist of REO, deferred offering costs on debentures, prepaid expenses, dealer 
reserve associated with indirect consumer loans and receivables from Ryan Beck's
clearing agent. The decline in other assets reflected lower receivables from    
Ryan Beck's clearing agent and a decline in indirect consumer loans dealer      
reserve due to loan repayments.                                                 

BBC's total liabilities at December 31, 2000 and 1999 were $4.4 billion and $3.9
billion, respectively. The increase in total liabilities primarily resulted from
an increase in: deposits, securities sold under agreements to repurchase and    
other short term borrowings and other liabilities. The above increases were     
partially offset by declines in advances from the FHLB and subordinated         
debentures, notes and bonds payable borrowings.                                 

Total deposits increased by 10% to $2,234 million at December 31, 2000 compared 
to $2,028 million at December 31, 1999. The increase in BBC's deposits primarily
resulted from growth in its insured money savings, interest free checking and   
certificate accounts partially offset by declines in its savings and checking   
accounts.                                                                       

During 2000, BBC implemented a strategy to increase the balances and maturities 
of its certificate accounts and to manage the associated interest rate risk. BBC
issued $285 million of certificate accounts with maturities from one year to    
five years and executed interest rate swap contracts with the same maturities   
and notional amounts as the certificate accounts. These swaps were fair value   
hedges which converted the fixed rate certificate accounts to a short term LIBOR
interest rate.                                                                  

Securities sold under agreements to repurchase and other short term borrowings  
increased by $240 million to $669 million at December 31, 2000 compared to $429 
million at December 31, 1999. BBC use securities sold under agreements to       
repurchase and other short term borrowings to fund its earning assets and to    
manage its interest rate risk. The increase in short term borrowings was used to
fund loan and securities growth not funded by deposits.                         

FHLB advances decreased by $59 million to $1,039 million at December 31, 2000   
compared to $1,098 million at December 31, 1999. FHLB advances were primarily   
used to fund the purchase of residential loans and secondarily to fund loan     
growth and securities purchases.                                                

Subordinated debentures and notes payable declined by $4 million to $224 million
at December 31, 2000 from $228 million at December 31, 1999. The decline        
primarily resulted from lower convertible debentures and real estate notes      
payable balances partially offset by investment notes issued during 2000 and    
borrowings from unrelated financial institutions.                               

Other liabilities totaled $126.9 million at December 31, 2000 compared to $65.3 
million at December 31, 1999. The increase reflects higher ending and average   
balances in the following categories: current taxes payable, securities sold not
yet purchased, Ryan Beck cash-based deferred compensation, teller checks, due   
from clearing agent and restructuring charge.                                   

BBC's stockholders' equity at December 31, 2000 was $248.8 million compared to  
$235.9 at December 31, 1999. The increase was primarily attributed to $28.6     
million of after tax appreciation of securities available for sale, net earnings
of $24.7 million and issuance of $2.3 million of common stock from the exercise 
of stock options. Offsetting the above increases were reductions in BBC         
stockholders' equity of $31.9 million associated with the retirement of the     
publicly held BBC Class B Common Stock, $3.9 million of BBC dividends, $4.4     
million of BBC stock repurchases and $3.2 million associated with Ryan Beck's   
cash-based deferred compensation awards program.                                

The regulatory capital ratios of BankAtlantic as well as a description of the   
components of risk-based capital and capital adequacy requirements are included 
in Note 16 to the consolidated financial statements.                            

39

10-K405
40th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 40th

LIQUIDITY AND CAPITAL RESOURCES                                                 
-------------------------------                                                 

BFC'S LIQUIDITY AND CAPITAL RESOURCES                                           

The primary sources of funds to the Company (without consideration of BBC's     
liquidity and capital resources) for the year ended December 31, 2000 were      
dividends from BBC, return of amounts previously held in escrow for called      
Subordinated Debentures, increase in borrowings, interest received on advances  
to an affiliate in connection with real estate held for development and sale,   
revenues from property operations, principal reduction on loan receivables and  
fees and interest received upon formation of affiliated partnerships. These     
funds were primarily utilized to invest in venture capital technology entities, 
reduce mortgage payable and other borrowings and to fund operating expenses and 
general and administrative expenses. BFC has a $8.08 million revolving line of  
credit that can be utilized for specific purposes, as defined. At December 31,  
2000, $4.0 million was available under this facility.                           

In January 2000, in accordance with the terms of the escrow agreement entered   
into in connection with litigation settlements, approximately $2.5 million      
remaining in escrow to fund future payments associated with the called          
Subordinated Debenture was released to the Company. Any future payments         
associated with these settlements will be paid from the Company's working       
capital. Payments will be made only when a claimant presents for cancellation   
the subordinated debenture that was cancelled upon settlements of litigation. At
December 31, 2000, there was approximately $5.0 million that could be presented 
for payment in the future. The Company is not obligated to pay interest on this 
amount.                                                                         

During 1999 and 2000, the Company (without consideration of BBC) acquired       
interests in unaffiliated technology entities. During 2000, the ownership in the
technology entities were transferred at the Company's cost to specified asset   
limited partnerships. Subsidiaries of the Company are the managing general      
partners of these partnerships. Interests in such partnerships were sold in 2000
and 2001 to accredited investors including affiliates in private offerings.     
During 2000, approximately $11.5 million of capital was raised by these         
partnerships. Of that amount, BFC, BBC and the general partners retained        
ownership of approximately $3.0 million. In addition to that amount, officers,  
directors and affiliates of the Company invested approximately $3.2 million in  
the partnerships. It is anticipated that the Company may form additional        
partnerships in the future to invest in the technology sector. The Company also 
holds direct interests in non-affiliated entities of approximately $1.7 million 
in the retail sector and approximately $2.5 million in the technology sector.   

In December 1994, an entity controlled by the Company acquired from an          
unaffiliated seller approximately 70 acres of unimproved land known as the      
"Center Port" property in Pompano Beach, Florida. Through December 31, 2000, the
70 acres have been sold to unaffiliated third parties for approximately $21.4   
million and the Company recognized net gains from the sales of real estate of   
approximately $4.8 million. Included in cost of sales is approximately $3.4     
million representing the Abdo Group's profit participation from the real estate 
sale transactions. In 2000, the Abdo Group was paid approximately $2.6 million  
for the profit participation on the sales.                                      

As previously indicated the Company holds approximately 36% of all outstanding  
BBC Common Stock. The payment of dividends by BBC is subject to declaration by  
BBC's Board of Directors and applicable indenture restrictions and loan         
covenants and will also depend upon, among other things, the results of         
operations, financial condition and cash requirements of BBC and the ability of 
BankAtlantic to pay dividends or otherwise advance funds to BBC, which in turn  
is subject to OTS regulation and is based upon BankAtlantic's regulatory capital
levels and net income. While there is no assurance that BBC will pay dividends  
in the future, BBC has paid a regular quarterly dividend to its common          
stockholders since August 1993 and management of BBC has indicated that it will 
seek to declare regular quarterly cash dividends on the BBC Common Stock. Each  
share of BBC Class A Common Stock is entitled to receive cash dividends equal to
at least 110% of any cash dividends declared and paid on the BBC Class B Common 
Stock. The Indentures relating to BBC's 9% and 6 3/4% Debentures impose certain 
restrictions on BBC's ability to pay dividends to its common shareholders. See  
Note 10 to the consolidated financial statements for further details on dividend
restrictions related to Debenture Indentures and applicable loan covenants.     
Currently, BBC pays a quarterly dividend of $.0253 and $.023 per share on its   
Class A and Class B Common Stock, respectively.                                 

BBC'S LIQUIDITY AND CAPITAL RESOURCES                                           

BBC's principal source of liquidity are dividends from BankAtlantic. BBC also   
obtains funds through the issuance of equity securities, sales of securities    
available for sale, borrowings from financial institutions and issuance of debt 
securities. BBC's annual debt service at December 31, 2000 associated with its  
subordinated debentures, Trust Preferred Securities, investment                 

40

10-K405
41st Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 41st

notes and financial institution borrowings was $23.6 million. BBC estimated     
current annual dividends to common shareholders are $3.7 million. During 2000,  
BBC received $23.2 million of dividends from BankAtlantic. The declaration and  
payment of dividends will depend upon, among other things, the results of       
operations, financial condition and cash requirements of BBC as well as         
indenture restrictions and loan covenants and on the ability of BankAtlantic to 
pay dividends or otherwise advance funds to BBC, which payments and             
distributions are subject to OTS approval and regulations and based upon        
BankAtlantic's regulatory capital levels and net income. Certain covenants      
contained in a Levitt Corporation loan agreement prohibit it from paying        
dividends to BankAtlantic. For a further discussion on dividend restrictions see
Note 10 and 16 to the consolidated financial statements.                        

During the years ending December 31, 2002 and 2003 BBC has $54.8 million of     
investment notes and bank debt maturing along with a $7.7 million payment       
associated with its cash-based deferred compensation plan. Management can give  
no assurance that BBC will be able to fund or refinance the above obligations.  

On August 24, 2000, BBC closed on a revolving credit facility of $20 million    
from an independent financial institution. The credit facility contains         
customary covenants including financial covenants relating to regulatory capital
and maintenance of certain loan loss reserves and is secured by the common stock
of BankAtlantic. Approximately $20 million was outstanding under this credit    
facility and BBC was in compliance with all loan covenants at December 31, 2000.
Amounts outstanding accrue interest at prime minus 50 basis points and the note 
matures on May 23, 2003.                                                        

In January 2000, BBC filed a registration statement for up to $150 million of   
its subordinated investment notes. BBC currently anticipates that no more than  
$50 million of investment notes will be outstanding at any time. No minimum     
amount of investment notes must be sold and BBC may terminate the offering at   
any time. The interest rate and maturity date are fixed upon issuance. At       
December 31, 2000, BBC had issued $34.8 million of investment notes with        
interest rates ranging between 19% and 11.75% and maturity dates between        
February 2002 and September 2002. BBC may elect at any time prior to maturity to
automatically extend the maturity date of the investment notes for an additional
one year. The investment notes are subordinated to all existing and future      
senior indebtedness.                                                            

From time to time, BBC borrows fund under a margin account with an unrelated    
broker/dealer. The terms of this account are ordinary and customary for such    
accounts.                                                                       

In March 1997, BBC formed BBC Capital Trust I ("BBC Capital"). BBC Capital is a 
statutory business trust which was formed for the purpose of issuing 9 1/2%     
Cumulative Trust Preferred Securities ("Trust Preferred Securities") and        
investing the proceeds thereof in BBC's Junior Subordinated Debentures. In April
1997, BBC Capital issued 2.99 million shares of Trust Preferred Securities at a 
price of $25 per share. The gross proceeds from the offering of $74.75 million  
were invested in identical principal amount of BBC's 9.50% Junior Subordinated  
Debentures (the "Junior Subordinated Debentures") which bear interest at the    
same rate as the Trust Preferred Securities and have a stated maturity of 30    
years. In addition, BBC contributed $2.3 million to BBC Capital in exchange for 
BBC Capital's Common Securities (the "Common Securities") and such proceeds were
also invested in an identical principal amount of Junior Subordinate Debentures.
BBC Capital's sole asset is $77.1 million in aggregate principal amount Junior  
Subordinated Debentures. Holders of the Trust Preferred Securities and the      
Common Securities will be entitled to receive a cumulative cash distribution at 
a fixed 9.50% rate of the $25 liquidation amount of each Security and the Trust 
Preferred Securities will have a preference under certain circumstances with    
respect to cash distributions and amounts payable on liquidation, redemption or 
otherwise over the Common Securities held by us. The Trust Preferred Securities 
are considered debt for financial accounting and tax purposes.                  

On November 25, 1997, BBC issued $100.0 million of 5 5/8% Debentures maturing on
December 1, 2007. The 5 5/8% Debentures are convertible at an exercise price of 
$11.25 per share into BBC Class A common stock. The 5 5/8% Debentures are       
redeemable at any time on or after December 1, 2000 at BBC's option, in whole or
in part, at fixed redemption prices. During the year ended December 31, 2000,   
BBC purchased $53.8 million aggregate principal amount of BBC's 5-5/8%          
Debentures and recognized a $7.9 million (net of income tax) extraordinary gain 
in conjunction with these purchases. The outstanding balance of BBC's 5 5/8%    
Debentures at December 31, 2000 was $46.1 million.                              

The indentures for the 9% and 6 3/4% Debentures provide that BBC cannot declare 
or pay dividends on, or purchase, redeem or acquire for value its capital stock,
return any capital to holders of capital stock as such, or make any             
distributions of assets to holders of capital stock as such, unless, from and   
after the date of any such dividend declaration or purchase, redemption, payment
or distribution BBC retains cash, cash equivalents or marketable securities     
sufficient to cover the two consecutive semi-annual interest payments that will 
be next due and payable. BBC is in compliance with this requirement.            

41

10-K405
42nd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 42nd

In connection with the acquisition of Ryan Beck in June 1998, BBC established a 
retention pool covering certain key officers of Ryan Beck, under which 785,866  
shares of restricted BBC Class A common stock were issued to key employees. The 
retention pool was valued at $8.1 million at the acquisition date, and the      
shares vest four years from the date of acquisition and are treated as          
compensation expense. In January 2000, each participant in the retention pool   
was provided the opportunity to exchange the restricted shares that were        
allocated to such participant for a cash-based deferred compensation award in an
amount equal to the aggregate value at the date of Ryan Beck acquisition. The   
deferred compensation awards were granted under the BankAtlantic Bancorp, Inc., 
Deferred Compensation Plan ("Plan"). The purpose of the plan was to provide     
employees of Ryan Beck with a cash-based deferred compensation plan in exchange 
for their interest in the restricted BBC Class A common stock issued upon the   
establishment of the retention pool. On March 1, 2000, 749,533 shares of BBC    
Class A restricted common stock out of the 755,474 shares of restricted common  
stock outstanding were retired in exchange for the establishment of interests in
the new plan in the aggregate amount of $7.8 million. BBC may at its option     
terminate the Plan at any time without the consent of the participants or       
stockholders and distribute to the participants the amount credited to their    
deferred account (in whole or in part). The participant's account will be       
settled by BBC in cash on the vesting date (June 28, 2002) except BBC can elect 
to defer payment of up to 50% of a participant's interest in the plan for up to 
one year following the vesting date. If BBC elects to exercise its rights to    
defer 50% of the cash payment, BBC will issue a note bearing interest at prime  
plus 1% for the deferred portion of the payment.                                

BankAtlantic's liquidity will depend on its ability to generate sufficient cash 
to meet funding needs to support loan demand, to meet deposit withdrawals and to
pay operating expenses. BankAtlantic's securities portfolio provides an internal
source of liquidity as a consequence of its short-term investments as well as   
scheduled maturities and interest payments. Loan repayments and sales also      
provide an internal source of liquidity.                                        

Regulations currently require that savings institutions maintain an average     
daily balance of liquid assets (cash and short-term United States Government and
other specified securities) equal to 4% of net withdrawable accounts and        
borrowings payable in one year or less. BankAtlantic had a liquidity ratio of   
9.05% under these regulations at December 31, 2000. Total commitments to        
originate and purchase loans and mortgage-backed securities, excluding the      
undisbursed portion of loans in process, were approximately $143.8 million,     
$131.3 million and $217.2 million at December 31, 2000, 1999 and 1998,          
respectively. BankAtlantic also entered into a 5 year forward commitment to     
purchase the remaining balance of government agency securities. The original    
principal balance of the portfolio was $225 million and 60% of the portfolio is 
estimated to payoff during the 5 year commitment period. BankAtlantic has       
historically funded its commitments out of loan repayments, deposit growth, and 
short and intermediate term borrowings. At December 31, 2000, loan commitments  
were approximately 4.6% of loans receivable, net.                               

BankAtlantic's primary sources of funds have been deposits, principal repayments
of loans and tax certificates; securities available for sale; maturities of     
securities held to maturity; proceeds from the sale of loans and investment     
securities; proceeds from securities sold under agreements to repurchase;       
advances from FHLB; operations; other borrowings; and capital transactions.     
These funds were primarily utilized to fund loan disbursements and purchases,   
repayments of securities sold under agreements to repurchase, maturities of     
advances from FHLB, purchases of tax certificates and payments of maturing      
certificates of deposit. The FHLB has granted BankAtlantic a $1.4 billion line  
of credit subject to available collateral, with a maximum term of ten years     
secured by a blanket lien on all of BankAtlantic's residential mortgage loans.  
BankAtlantic has various relationships to acquire brokered deposits. These      
relationships may be exercised as an alternative source of borrowings, when and 
if needed. BankAtlantic has established $60.0 million lines of credit with other
banks to purchase federal funds and has established a $166.9 million potential  
advance with the Federal Reserve Bank of Atlanta. See Note 8 to the Consolidated
Financial Statements for further details on lines of credit.                    

A significant source of BBC's liquidity is the repayments and maturities of     
loans, securities available for sale and mortgage-backed securities held to     
maturity. The table below presents the contractual principal repayments and     
maturity dates of BBC's loan portfolio, securities available for sale and       
mortgage-backed securities held to maturity at December 31, 2000. The total     
amount of principal repayments on loans and securities available for sale       
contractually due after December 31, 2001 was $3.3 billion, of which $1.9       
billion have fixed interest rates and $1.4 billion have floating or adjustable  
interest rates.                                                                 

42

10-K405
43rd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 43rd

                                                        [Enlarge/Download Table]


                             Outstanding                                                                                       
                                 on                              For the Period Ending December 31, (1)                        
                            December 31,  ------------------------------------------------------------------------------------ 
(IN THOUSANDS)                  2000         2001         2002-2003     2004-2008      2009-2013       2014-2018        2019   
                            -----------   ----------     ----------     ----------     ----------     ----------     ----------
                                                                                                                               
Commercial real estate       $  397,567   $  108,422     $  105,023     $  152,002     $   21,969     $    9,211     $      940
Residential real estate       1,316,062          284          3,448         16,551         29,947        204,204      1,061,628
Real estate construction        937,881      355,437        429,089        151,598            316          1,359             82
Consumer (2)                    220,370       10,127         53,175         33,348         27,916         95,606            198
Commercial business (5)         375,660      247,999         87,217         40,416             28             --             --
                             ----------   ----------     ----------     ----------     ----------     ----------     ----------
  TOTAL LOANS (3)            $3,247,540   $  722,269     $  677,952     $  393,915     $   80,176     $  310,380     $1,062,848
                             ==========   ==========     ==========     ==========     ==========     ==========     ==========
TOTAL SECURITIES AVAILABLE                                                                                                     
  FOR SALE (3)(4)            $  839,010   $   35,815     $      167     $   12,022     $   71,297     $  307,771     $  411,938
                             ==========   ==========     ==========     ==========     ==========     ==========     ==========
TOTAL MORTGAGE-BACKED                                                                                                          
  SECURITIES HELD TO                                                                                                           
  MATURITY                   $  242,627   $       --     $       --     $       --     $       --     $       --     $  242,627
                             ==========   ==========     ==========     ==========     ==========     ==========     ==========

(1)      Does not include banker's acceptances, deductions for undisbursed      
         portion of loans in process, deferred loan fees, unearned discounts and
allowances for loan losses.                                   
(2)      Includes second mortgage loans.                                        
(3)      Actual principal repayments may differ from information shown above.   
(4)      Includes in 2000 marketable equity securities available for sale of    
$25.4 million .                                               
(5)      Includes due from foreign banks and lease financing.                   

Loan maturities and sensitivity of loans to changes in interest rates for       
commercial business and real estate construction loans at December 31, 2000 were
(in thousands):                                                                 

                                                                [Download Table]


                                         Commercial  Real Estate           
                                          Business   Construction   Total  
                                         ----------  ------------  --------
                                                                           
One year or less                          $283,639     $595,096    $878,735
Over one year, but less than five years     13,101       39,567      52,668
Over five years                              4,331           --       4,331
                                          --------     --------    --------
                                          $301,071     $634,663     935,734
                                          ========     ========    ========
DUE AFTER ONE YEAR:                                                        

Pre-determined interest rate              $ 17,432     $ 39,567    $ 56,999
Floating or adjustable interest rate            --           --          --
                                          --------     --------    --------
                                          $ 17,432     $ 39,567    $ 56,999
                                          ========     ========    ========


LOAN CONCENTRATION -- BankAtlantic's geographic loan concentration at December  
31, 2000 was:                                                                   

Florida                                  50%                
California                                7%                
Northeast                                 9%                
Other                                    34%                
                       ---
Total                                100%             
                       ===

The loan concentration for BankAtlantic's originated portfolio is primarily in  
Florida where economic conditions have generally remained stable during the     
three years ended December 31, 2000. The concentration in California, the       
Northeast, and other locations primarily relates to purchased wholesale         
residential real estate loans.                                                  

BankAtlantic currently engages in real estate development and investment        
activities through the ownership of Levitt. There is no assurance that future   
sales of properties from real estate investments will be sufficient to fund     
operating expenses in future years. To the extent real estate sales are not     
adequate to cover operating expenses, it may be necessary to fund an operating  
deficit from other sources. While BankAtlantic is not obligated to repay any    
third party debt of Levitt under any circumstances, BankAtlantic has a          
significant investment in and advances to Levitt and Levitt is subject to       
restrictions on paying dividends to BankAtlantic by applicable debt covenants.  

43

10-K405
44th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 44th

A summary of BBC's consolidated cash flows follows (in thousands):              

                                                                [Download Table]


                                            For the Years Ended December 31,     
                                      -----------------------------------------  
                                         2000             1999            1998   
                                      ---------         ---------       ---------
                                                                                 
Net cash provided (used) by:                                                     
  Operating activities                $ 102,894         $ (83,759)     $ 168,016 
  Investing activities                 (450,592)         (286,540)      (783,398)
  Financing activities                  344,008           359,859        633,418 
                                      ---------         ---------      --------- 
Increase (decrease) in cash and cash                                             
  equivalents and due from banks      $  (3,690)        $ (10,440)      $ 18,036 
                                      =========         =========       ======== 


Cash flows from operating activities increased during 2000 compared to 1999 due 
primarily to a decline in loans purchased or originated for resale and a        
significant increase in other liabilities. Cash flows from operating activities 
declined from 1999 compared to 1998 due to an increase in loans purchased and   
classified as held for sale and declines in amounts due from investors          
associated with exiting the MSB.                                                

Cash used by investing activities declined during 2000 compared to 1999         
resulting primarily from lower proceeds from the sales of securities available  
for sale and higher proceeds from the redemption and maturity of investment     
securities and tax certificates.                                                

Cash used by investing activities increased during 1999 compared to 1998 due to 
lower loan funding for portfolio and lower loans purchased for portfolio as well
as lower purchases of securities available for sale.                            

Cash provided by financing activities declined slightly during 2000 compared to 
1999. The decline primarily resulted from payments to retire the publicly held  
BBC Class B common stock, net repayments of FHLB advances and other borrowings  
partially offset by an increase in net deposit balances.                        

Cash provided by financing activities decreased during 1999 compared to 1998.   
The decrease primarily resulted from lower FHLB advances and deposit inflows.   
The declines were partially offset by increased securities sold under agreements
to repurchase.                                                                  

BBC ASSET AND LIABILITY MANAGEMENT                                              

BBC originates commercial real estate loans, commercial business loans,         
international loans, small business loans, and consumer loans which generally   
have higher yields and shorter durations than residential real estate loans. In 
the past, BBC originated residential loans with both fixed and adjustable rates,
however currently the majority of residential loans originated are CRA loans    
sold to correspondents. BBC also purchase both fixed and variable rate          
residential loans which are retained for portfolio. BBC also acquires           
mortgage-backed securities (including REMIC) and Treasury securities with       
intermediate terms. In previous years BBC did not emphasize certificates of     
deposit and sought to generate low cost transaction accounts as market          
opportunities allowed; however, during 1999 BBC was able to obtain brokered     
deposits at lower rates than in local markets. BBC also increased its           
participation in the State of Florida's public funds program because rates paid 
were lower than current certificate rates. During 2000, BBC refocused its       
efforts on obtaining transaction accounts and implemented hedging strategies    
creating synthetic floating rate callable CD's that replaced its brokered       
deposits. BBC also introduced new products to establish customer relationships  
and grow its transaction accounts.                                              

MARKET RISK                                                                     

Market risk is defined as the risk of loss arising from adverse changes in      
market valuations which arise from interest rate risk, foreign currency exchange
rate risk, commodity price risk, and equity price risk. The Company's primary   
market risk is interest rate risk and its secondary market risk is equity price 
risk. BFC's (without consideration of BBC) primary market risk is equity price  
risk relating to its equity investments.                                        

44

10-K405
45th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 45th

INTEREST RATE RISK                                                              

The majority of BBC's assets and liabilities are monetary in nature which       
subjects BBC to significant interest rate risk which would arise if the relative
values of assets and liabilities change in conjunction with a general rise or   
decline in interest rates. BBC has developed a model using standard industry    
software to quantify our interest rate risk. A sensitivity analysis was         
performed measuring the potential gains and losses in net portfolio fair values 
of interest rate sensitive instruments at December 31, 2000 resulting from a    
change in interest rates. Interest rate sensitive instruments included in the   
model were:                                                                     

o        Loan portfolio,                                      
o        Debt securities available for sale,                  
o        Investment securities,                               
o        FHLB stock,                                          
o        Federal Funds sold,                                  
o        Deposits,                                            
o        Advances from FHLB,                                  
o        Securities sold under agreements to repurchase,      
o        Federal Funds purchased,                             
o        Subordinated Debentures,                             
o        Notes and bonds payable,                             
o        Interest rate swaps,                                 
o        Forward contracts,                                   
o        Trust Preferred Securities, and                      
o        Off-balance sheet loan commitments.                  

The model calculates the net potential gains and losses in net portfolio fair   
value by:                                                                       

i)       discounting anticipated cash flows from existing assets, liabilities   
    and off-balance sheet contracts and derivatives at market rates to
determine fair values at December 31, 2000,                   

ii)      discounting the above expected cash flows based on instantaneous and   
parallel shifts in the yield curve to determine fair values,  

iii)     the difference between the fair value calculated in (i) and (ii) is the
potential gains and losses in net portfolio fair values.      

BBC's management has made estimates of fair value discount rates that it        
believes to be reasonable. However, because there is no quoted market for many  
of these financial instruments, there is no basis to determine whether the fair 
value presented would be indicative of the value negotiated in an actual sale.  
The fair value estimates do not consider the tax effect that would be associated
with the disposition of the assets or liabilities at their fair value estimates.

Subordinated debentures, notes and bonds payable and Trust Preferred Securities 
were valued for this purpose based on their contractual maturities or redemption
date. BBC's interest rate risk policy has been approved by BBC Board of         
Directors and establishes guidelines for tolerance levels for net portfolio     
value changes based on interest rate volatility. BBC management has maintained  
the portfolio within these established tolerances.                              

Certain assumptions in assessing the interest rate risk were utilized in        
preparing the preceding table. These assumptions related to:                    

a)       Interest rates,                                      
b)       Loan prepayment rates,                               
c)       Deposit decay rates,                                 
      d)       Market values of certain assets under various interest rate
scenarios, and                              
e)       Repricing of certain borrowings.                     

45

10-K405
46th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 46th

The prepayment assumptions used in the model are:                               

a)       Fixed rate mortgages                  11%            
b)       Fixed rate securities               9-22%            
c)       Tax certificates                      10%            

Deposit runoff assumptions used in the model are as follows:                    

                                                        [Enlarge/Download Table]


                                                             Within   1-3    3-5   Over 5
                                                             1 Year  Years  Years   Years
                                                             ------  -----  -----   -----
                                                                                         
Money fund savings accounts decay rates                       17%     17%    16%     14% 
Insured money fund savings (excluding tiered savings) decay   79%     31%    31%     31% 
NOW and savings accounts decay rates                          37%     32%    17%     17% 


Presented below is an analysis of interest rate risk at December 31, 2000. The  
table measures changes in net portfolio value for instantaneous and parallel    
shifts in the yield curve in 100 basis point increments up or down.             

Net                       
Portfolio                       
Changes                 Value                Dollar                         
in Rate                 Amount               Change                         
-------                --------            ----------                       
(Dollars in Thousands)                          

+200 bp                $227,531            $(114,665)                       
+100 bp                $314,642            $ (27,554)                       
0                   $342,196            $       0                     
-100 bp                $349,869            $   7,673                        
-200 bp                $332,324            $  (9,872)                       

It was also assumed that delinquency rates would not change as a result of      
changes in interest rates although there can be no assurance that this would be 
the case. Even if interest rates change in the designated increments, there can 
be no assurance that our assets and liabilities would perform as indicated in   
the table above. In addition, a change in U.S. Treasury rates in the designated 
amounts, accompanied by a change in the shape of the yield curve could cause    
significantly different changes to the fair values than indicated above.        
Furthermore, the results of the calculations in the preceding table are subject 
to significant deviations based upon actual future events, including            
anticipatory and reactive measures which we may take in the future.             

EQUITY PRICE RISK                                                               

We maintain a portfolio of trading and available for sale securities which      
subjects us to equity pricing risks which would arise as the relative values of 
our equity securities changed in conjunction with market or economic conditions.
The change in fair values of equity securities represents instantaneous changes 
in all equity prices segregated by trading, securities sold not yet purchased   
and available for sale securities. The following are hypothetical changes in the
fair value of the Company's trading and available for sale securities at        
December 31, 2000 based on percentage changes in fair value. Actual future price
appreciation or depreciation may be different from the changes identified in the
table below.                                                                    

Available     Securities
Percent        Trading       for Sale      Sold Not                             
Change in    Securities     Securities       Yet           Dollar               
Fair Value   Fair Value     Fair Value    Purchased        Change               
----------   ----------     ----------    ---------      ----------             
(dollars in thousands)                                                          

20  %         $ 52,268      $  89,191      $ 14,430      $   25,981             
10  %         $ 47,913      $  81,759      $ 13,227      $   12,991             
0   %         $ 43,557      $  74,326      $ 12,025      $        0             
(10)%         $ 39,201      $  66,893      $ 10,823      $  (12,991)            
(20)%         $ 34,846      $  59,461      $  9,620      $  (25,981)            

46

10-K405
47th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 47th

Excluded from the above table is $72 million of investments in private companies
for which no current market exists. The ability to realize on or liquidate our  
investments will depend on future market conditions and is subject to           
significant risk.                                                               

Ryan Beck is a market maker in equity securities which could result, from time  
to time in Ryan Beck holding securities during declining markets.               

INTEREST RATE SENSITIVITY                                                       

Changes in interest rates can impact net interest income as well as the         
valuation of assets and liabilities, as the relative spreads between assets and 
liabilities can widen or narrow due to changes in the overall levels of and     
changes in market interest rates.                                               

Profitability is dependent to a large extent on net interest income. Net        
interest income is the difference between interest income on interest-earning   
assets, such as loans, and interest expense on interest-bearing liabilities,    
such as deposits. Changes in market interest rates, changes in the relationships
between short-term and long-term market interest rates, or changes in the       
relationships between different interest rate indices, can affect the interest  
rates charged on interest-earning assets differently than the interest rates    
paid on interest-bearing liabilities. This difference could result in an        
increase in interest expense relative to interest income. While an attempt has  
been made to structure asset and liability management strategies to mitigate the
impact on net interest income of changes in market interest rates, such strategy
may not be successful.                                                          

Generally, as interest rates fall, loan prepayments accelerate. Prepayments in a
declining interest rate environment reduce net interest income and adversely    
impact earnings due to accelerated amortization of loan premiums and the        
reinvestment of loan payoffs at lower rates than the loans that have been       
repaid. Significant loan prepayments in the purchased residential loan portfolio
in the future could have an adverse effect on future earnings.                  

IMPACT OF INFLATION                                                             

The financial statements and related financial data and notes presented herein  
have been prepared in accordance with GAAP, which require the measurement of    
financial position and operating results in terms of historical dollars, without
considering changes in the relative purchasing power of money over time due to  
inflation.                                                                      

Unlike most industrial companies, virtually all of the assets and liabilities of
BBC are monetary in nature. As a result, interest rates have a more significant 
impact on BBC's and the Company's consolidated performance than the effects of  
general price levels. Although interest rates generally move in the same        
direction as inflation, the magnitude of such changes varies. The possible      
effect of fluctuating interest rates is discussed more fully under the previous 
section entitled "Interest Rate Sensitivity."                                   

47

10-K405
48th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 48th

BFC FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Independent Auditors' Report                                                    

Financial Statements:                                                           

        Consolidated Statements of Financial Condition as of December 31, 2000
and 1999                                                      

    Consolidated Statements of Operations for each of the years in the
three year period ended December 31, 2000                     

   Consolidated Statements of Stockholders' Equity and Comprehensive
      Income for each of the years in the three year period ended December
31, 2000                                                      

    Consolidated Statements of Cash Flows for each of the years in the
three year period ended December 31, 2000                     

Notes to Consolidated Financial Statements                    

48

10-K405
49th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 49th

INDEPENDENT AUDITORS' REPORT

The Board of Directors                                                          
BFC Financial Corporation:                                                      

We have audited the accompanying consolidated statements of financial condition 
of BFC Financial Corporation and subsidiaries as of December 31, 2000 and 1999, 
and the related consolidated statements of operations, stockholders' equity and 
comprehensive income and cash flows for each of the years in the three-year     
period ended December 31, 2000. These consolidated financial statements are the 
responsibility of the Company's management. Our responsibility is to express an 
opinion on these consolidated financial statements based on our audits.         

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and       
perform the audit to obtain reasonable assurance about whether the consolidated 
financial statements are free of material misstatement. An audit includes       
examining, on a test basis, evidence supporting the amounts and disclosures in  
the consolidated financial statements. An audit also includes assessing the     
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We     
believe that our audits provide a reasonable basis for our opinion.             

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of BFC Financial       
Corporation and subsidiaries at December 31, 2000 and 1999, and the results of  
their operations and their cash flows for each of the years in the three-year   
period ended December 31, 2000, in conformity with accounting principles        
generally accepted in the United States of America.                             

KPMG LLP                                                                        

Fort Lauderdale, Florida                                                        
March 2, 2001                                                                   

49

10-K405
50th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 50th

BFC Financial Corporation and Subsidiaries
Consolidated Statements of Financial Condition
December 31, 2000 and 1999
 (In thousands, except share data)

                                                        [Enlarge/Download Table]


                                                                        2000       1999     
                                                                     ----------  ---------- 
                                                                                            
                               ASSETS                                                       

Cash and due from depository institutions                            $   87,025       1,545 
Securities purchased under resell agreements                              1,584          -- 
Investment securities and tax certificates (approximate                                     
 fair value: $387,971and $8,408)                                        383,619       8,408 
Loans receivable, net                                                 2,855,015       1,325 
Securities available for sale, at fair value                            887,946         255 
Trading securities, at fair value                                        43,557          -- 
Accrued interest receivable                                              44,046          -- 
Real estate held for development and sale and joint ventures            153,380       7,643 
Office properties and equipment, net                                     59,961          90 
Federal Home Loan Bank stock, at cost which approximates fair value      51,940          -- 
Deferred income tax asset, net                                            4,345          -- 
Cost over fair value of net assets acquired, net                         49,882          -- 
Investment in BankAtlantic Bancorp, Inc. ("BBC")                             --      73,764 
Other assets                                                             32,654       3,715 
                                                                     ----------  ---------- 
     Total assets                                                    $4,654,954      96,745 
                                                                     ==========  ========== 

                LIABILITIES AND STOCKHOLDERS' EQUITY                                        

Deposits                                                             $2,234,485          -- 
Advances from FHLB                                                    1,038,801          -- 
Securities sold under agreements to repurchase                          659,502          -- 
Federal funds purchased                                                   9,700          -- 
Subordinated debentures, notes and bonds payable                        238,330      18,253 
Guaranteed preferred beneficial interests in BBC's Junior                                   
  Subordinated Debentures                                                74,750          -- 
Deferred income tax liability                                                --      13,594 
Other liabilities                                                       132,523       5,933 
                                                                     ----------  ---------- 
Total liabilities                                                     4,388,091      37,780 

Commitments and contingencies                                                               

Minority interest                                                       194,248          -- 

Stockholders' equity:                                                                       
 Preferred stock of $.01 par value; authorized                                              
  10,000,000 shares; none issued                                             --          -- 
Class A common stock of $.01 par value, authorized 20,000,000                               
  shares; issued and outstanding 6,454,494 in 2000 and 1999                  58          58 
Class B common stock, of $.01 par value; authorized 20,000,000                              
  shares; issued and outstanding 2,354,907 in 2000 and 1999                  21          21 
Additional paid-in capital                                               25,788      25,890 
Retained earnings                                                        41,721      38,086 
                                                                     ----------  ---------- 
 Total stockholders' equity before                                                          
  accumulated other comprehensive income (loss)                          67,588      64,055 
Accumulated other comprehensive income (loss)                             5,027      (5,090)
                                                                     ----------  ---------- 
 Total stockholders' equity                                              72,615      58,965 
                                                                     ----------  ---------- 

     Total liabilities and stockholders' equity                      $4,654,954      96,745 
                                                                     ==========  ========== 


See accompanying notes to consolidated financial statements.

50

10-K405
51st Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 51st

BFC Financial Corporation and Subsidiaries
 Consolidated Statements of Operations
For each of the years in the three year period ended December 31, 2000
(In thousands, except per share data) 

                                                        [Enlarge/Download Table]


                                                                 2000        1999           1998   
                                                               ---------   ---------     --------- 
                                                                                                   
INTEREST INCOME:                                                                                   
 Interest and fees on loans and leases                         $ 247,132       1,284         1,108 
 Interest and dividends on securities available for sale          51,053         245           228 
 Interest and dividends on other investment                                                        
  and trading securities                                          30,711          --            -- 
                                                               ---------   ---------     --------- 
     TOTAL INTEREST INCOME                                       328,896       1,529         1,336 
                                                               ---------   ---------     --------- 
INTEREST EXPENSE:                                                                                  
 Interest on deposits                                             91,723          --            -- 
 Interest on advances from FHLB                                   61,331          --            -- 
 Interest on securities sold under agreements to repurchase           --          --            -- 
  and federal funds purchased                                     34,617          --            -- 
 Interest on subordinated debentures, notes and bonds                                              
  payable and guaranteed beneficial interests in BBC's                                             
  Junior Subordinated Debentures                                  30,222       1,613         1,912 
 Capitalized interest on real estate developments and                                              
   joint ventures                                                 (6,487)         --            -- 
                                                               ---------   ---------     --------- 
     TOTAL INTEREST EXPENSE                                      211,406       1,613         1,912 
                                                               ---------   ---------     --------- 
Net interest income (expense)                                    117,490         (84)         (576)
Provision for loan losses                                         29,132         300            -- 
                                                               ---------   ---------     --------- 
NET INTEREST INCOME (EXPENSE) AFTER PROVISION FOR LOAN LOSSES     88,358        (384)         (576)
                                                               ---------   ---------     --------- 
NON-INTEREST INCOME:                                                                               

 Investment banking income                                        51,101          --            -- 
 Gains on sales of real estate developed for sale                 23,584       1,391         3,181 
 Transaction fees                                                 13,666          --            -- 
 ATM fees                                                         10,881          --            -- 
 Loan late fees and other loan income                              4,144          --            -- 
 Losses on trading securities and securities                                                       
   available for sale, net                                        (2,329)         --            -- 
 Losses on sales of loans held for sale, net                        (528)         --            -- 
 Equity in earnings (loss) of BBC                                     --      10,501        (1,397)
 Other                                                            13,738       2,218           945 
                                                               ---------   ---------     --------- 
     TOTAL NON-INTEREST INCOME                                   114,257      14,110         2,729 
                                                               ---------   ---------     --------- 
NON-INTEREST EXPENSE:                                                                              

 Employee compensation and benefits                               92,316       1,264         1,190 
 Occupancy and equipment                                          27,302          53            50 
 Advertising and promotion                                         8,219          --            -- 
 Amortization of cost over fair value of net assets acquired       4,081          --            -- 
 Restructuring charge and impairment write-downs                   2,656          --            -- 
 Other                                                            45,006         975           962 
                                                               ---------   ---------     --------- 
     Total non-interest expense                                  179,580       2,292         2,202 
                                                               ---------   ---------     --------- 

                                                                                       (continued) 

51

10-K405
52nd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 52nd

BFC Financial Corporation and Subsidiaries
 Consolidated Statements of Operations
For each of the years in the three year period ended December 31, 2000
(In thousands, except per share data) 

                                                        [Enlarge/Download Table]


                                                                2000        1999        1998   
                                                              ---------   ---------  --------- 
                                                                                               

INCOME (LOSS) BEFORE INCOME TAXES, MINORITY INTEREST,                                          
  DISCONTINUED OPERATIONS AND EXTRAORDINARY ITEMS             $  23,035      11,434        (49)
 Provision (benefit) for income taxes                            13,362       4,183       (368)
 Minority interest in income of consolidated subsidiaries        14,655          --         -- 
                                                              ---------   ---------  --------- 
(LOSS) INCOME FROM CONTINUING OPERATIONS                         (4,982)      7,251        319 
Income from discontinued mortgage servicing business,                                          
   net of income taxes of $361                                      669          --         -- 
                                                              ---------   ---------  --------- 
(LOSS) INCOME BEFORE EXTRAORDINARY ITEMS                         (4,313)      7,251        319 
Extraordinary items, net of income taxes of $4,280 in 2000,                                    
   $110 in 1999 and $39 in 1998                                   7,948         175         61 
                                                              ---------   ---------  --------- 
NET INCOME                                                    $   3,635       7,426        380 
                                                              =========   =========  ========= 

Basic (loss) earnings per share from continuing operations    $   (0.63)       0.91       0.04 
Basic earnings per share from discontinued operations              0.09          --         -- 
Basic earnings per share from extraordinary items                  1.00        0.02       0.01 
                                                              ---------   ---------  --------- 
Basic earnings per share                                      $    0.46        0.93       0.05 
                                                              =========   =========  ========= 

Diluted (loss) earnings per share from continuing operations  $   (0.58)       0.82       0.04 
Diluted earnings per share from discontinued operations            0.08          --         -- 
Diluted earnings per share from extraordinary items                0.93        0.02         -- 
                                                              ---------   ---------  --------- 
Diluted earnings per share                                    $    0.43        0.84       0.04 
                                                              =========   =========  ========= 

BASIC WEIGHTED AVERAGE SHARES OUTSTANDING                         7,957       7,957      7,954 
                                                              =========   =========  ========= 

DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING                       8,521       8,818      9,101 
                                                              =========   =========  ========= 


See accompanying notes to consolidated financial statements.

52

10-K405
53rd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 53rd

BFC Financial Corporation and Subsidiaries
Consolidated Statements of Stockholders' Equity and Comprehensive Income
For each of the years in the three year period ended December 31, 2000
(in thousands)

                                                        [Enlarge/Download Table]


                                                                                       Accumulated           
                                    Compre-   Class A  Class B  Additional               Other               
                                    hensive    Common   Common   Paid-in    Retained  Comprehensive          
                                    Income     Stock    Stock    Capital    Earnings   Income (Loss)  Total  
                                    -------   -------  -------  ----------  --------   -------------  ------ 
                                                                                                             
BALANCE AT DECEMBER  31, 1997                  $ 58       21      23,525     30,280         258       54,142 
 Net income                         $   380      --       --          --        380          --          380 
                                    -------                                                                  
 Other comprehensive income,                                                                                 
   net of tax:                                                                                               
   Unrealized gain on securities                                                                             
    available for sale                  821                                                                  
    Reclassification adjustment                                                                              
     for gains included                                                                                      
     in net income                     (282)                                                                 
                                    -------                                                                  
 Other comprehensive income             539                                                                  
                                    -------                                                                  
Comprehensive income                $   919                                                                  
                                    =======                                                                  
Net effect of BBC capital                                                                                    
 transactions, net of                                                                                        
 deferred income taxes                           --       --       2,510         --          --        2,510 
Net change in unrealized                                                                                     
 appreciation on securities                                                                                  
 available for sale-net of                                                                                   
 deferred income taxes                           --       --          --         --         539          539 
Exercise of stock options                        --       --          60         --          --           60 
                                               ----       --      ------     ------      ------       ------ 

BALANCE AT DECEMBER 31, 1998                     58       21      26,095     30,660         797       57,631 
 Net income                         $ 7,426      --       --          --      7,426          --        7,426 
                                    -------                                                                  
 Other comprehensive income,                                                                                 
   net of tax:                                                                                               
   Unrealized losses on securities                                                                           
    available for sale               (5,663)                                                                 
    Reclassification adjustment                                                                              
     for gains included                                                                                      
     in net income                     (224)                                                                 
                                    ------                                                                   
 Other comprehensive loss            (5,887)                                                                 
                                    -------                                                                  
Comprehensive income                $ 1,539                                                                  
                                    =======                                                                  
Net effect of BBC capital                                                                                    
 transactions, net of                                                                                        
 deferred income taxes                           --       --        (205)        --          --         (205)
Net change in unrealized                                                                                     
 appreciation on securities                                                                                  
 available for sale-net of                                                                                   
 deferred income taxes                           --       --          --         --      (5,887)      (5,887)
                                               ----       --      ------     ------      ------       ------ 
BALANCE AT DECEMBER 31, 1999                   $ 58       21      25,890     38,086      (5,090)      58,965 
                                               ====       ==      ======     ======      ======       ====== 


The components of other comprehensive income resulted from the Company's        
proportionate share of BBC's net unrealized appreciation (depreciation) on      
securities available for sale, net of income taxes.                             

                                                                   (continued)

53

10-K405
54th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 54th

                                                        [Enlarge/Download Table]


                                                                                      Accumulated           
                                   Compre-   Class A  Class B  Additional               Other               
                                   hensive    Common   Common   Paid-in    Retained  Comprehensive          
                                   Income     Stock    Stock    Capital    Earnings   Income (Loss)  Total  
                                   -------   -------  -------  ----------  --------   -------------  ------ 
                                                                                                            

BALANCE AT DECEMBER 31, 1999                  $ 58       21      25,890     38,086      (5,090)      58,965 
 Net income                        $ 3,635      --       --          --      3,635          --        3,635 
                                   -------                                                                  
 Other comprehensive income,                                                                                
   net of tax:                                                                                              
   Unrealized gains on securities                                                                           
    available for sale              10,527                                                                  
    Reclassification adjustment                                                                             
     for gains  included                                                                                    
     in net income                    (410)                                                                 
                                   -------                                                                  
 Other comprehensive income         10,117                                                                  
                                   -------                                                                  
Comprehensive income               $13,752                                                                  
                                   =======                                                                  
Net effect of BBC capital                                                                                   
 transactions, net of                                                                                       
 deferred income taxes                          --       --        (102)        --          --         (102)
Net change in unrealized                                                                                    
 appreciation  on securities                                                                                
 available for sale-net of                                                                                  
 deferred  income taxes                         --       --          --         --      10,117       10,117 
                                              ----       --      ------     ------      ------       ------ 
BALANCE AT DECEMBER 31, 2000                  $ 58       21      25,788     41,721       5,027       72,615 
                                              ====       ==      ======     ======      ======       ====== 


The components of other comprehensive income relate to the net unrealized       
appreciation on securities available for sale, net of income taxes and the      
Company's proportionate share of non wholly-owned subsidiaries' net unrealized  
appreciation on securities available for sale, net of income taxes.             

See accompanying notes to consolidated financial statements.

54

10-K405
55th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 55th

BFC Financial Corporation and Subsidiaries
 Consolidated Statements of Cash Flows
For each of the years in the three year period ended December 31, 2000
(In thousands)

                                                        [Enlarge/Download Table]


                                                                                  December 31,                   
                                                             --------------------------------------------------- 
                                                                2000                1999                1998     
                                                             -----------         -----------         ----------- 
                                                                                                                 
OPERATING ACTIVITIES:                                                                                            
(Loss) income from continuing operations                     $    (4,982)              7,251                 319 
Income from discontinued operations                                  669                  --                  -- 
Income from extraordinary items                                    7,948                 175                  61 
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET                                                                
 CASH PROVIDED BY OPERATING ACTIVITIES:                                                                          
Provision for credit losses                                       30,166                 300                  -- 
Change in real estate inventory                                      470                 (46)              4,551 
Loans held for sale activity, net                                (34,596)                154                 159 
Losses from securities activities, net                             2,329                  --                  -- 
Gains on sales of property and equipment, net                       (874)                 --                  -- 
Depreciation, amortization and accretion, net                      5,575                 487                 546 
Restructuring charges and impairment write-downs                   2,656                  --                  -- 
Equity in (earnings) loss of BBC                                      --             (10,501)              1,397 
Minority interest in income of consolidated subsidiaries          14,655                  --                  -- 
(Benefit) provision for deferred income taxes                       (743)              4,103                (458)
Proceeds from sales of loans classified as held for sale          50,109                  --                  -- 
Trading activities, net                                          (20,246)                 --                  -- 
Increase in accrued interest receivable                          (13,452)                 --                  -- 
Amortization of cost over fair value of net assets acquired        4,081                  --                  -- 
Compensation in connection with corporate transaction              1,320                  --                  -- 
Equity in joint venture earnings                                  (1,258)                 --                  -- 
Decrease (increase) in other assets                                7,368                (262)              2,310 
Increase in other liabilities                                     55,787                 515                 478 
                                                             -----------         -----------         ----------- 
NET CASH PROVIDED BY OPERATING ACTIVITIES                        106,982               2,176               9,363 
                                                             -----------         -----------         ----------- 
INVESTING ACTIVITIES:                                                                                            
Purchase of investment securities and certificates           $  (426,177)                 --              (8,788)
Proceeds from redemption and maturity of                                                                         
  investment securities and tax certificates                     155,256                  --               9,768 
Purchase of securities available for sale                       (162,753)             (8,065)                 -- 
Proceeds from sales and maturities of                                                                            
  securities available for sale                                  259,867                  --                  -- 
Purchases and net originations of loans and leases              (291,500)                 --                  -- 
Proceeds from sales of real estate owned                           5,053                  --                  -- 
Net additions to office property and equipment                   (11,374)                 --                  -- 
Proceeds from sales of properties and equipment                    1,577                  --                  -- 
Investments and repayments (advances) to joint ventures            4,700                  82                  -- 
Redemption of FHLB stock, net of purchases                         4,470                  --                  -- 
Business acquisition, net of cash acquired                          (222)                 --                  -- 
Improvements to real estate owned                                   (241)               (152)                (83)
                                                             -----------         -----------         ----------- 
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES             (461,344)             (8,135)                897 
                                                             -----------         -----------         ----------- 

                                                                     (continued)

55

10-K405
56th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 56th

BFC Financial Corporation and Subsidiaries
 Consolidated Statements of Cash Flows
For each of the years in the three year period ended December 31, 2000
(In thousands)

                                                        [Enlarge/Download Table]


                                                                                      December 31,                   
                                                                 --------------------------------------------------- 
                                                                    2000                1999                1998     
                                                                 -----------         -----------         ----------- 
                                                                                                                     
FINANCING ACTIVITIES:                                                                                                
Net increase in deposits                                             206,593                  --                  -- 
Proceeds from FHLB advances                                        1,359,004                  --                  -- 
Repayment of FHLB advances                                        (1,418,389)                 --                  -- 
Net increase in federal funds purchased                                3,800                  --                  -- 
Proceeds from notes and bonds payable                                113,586               8,079                  -- 
Repayment of notes and bonds payable                                 (68,352)             (4,334)             (9,563)
Retirement of subordinated debentures                                (53,896)                 --                  -- 
Net increase in securities sold under                                                                                
  agreements to repurchase                                           236,279                  --                  -- 
Payments to acquire and retire BBC common stock                      (37,606)                 --                  -- 
BBC common stock dividends to non-BFC shareholders                    (2,736)                 --                  -- 
BBC common stock dividends paid to BFC                                    --               1,236               1,187 
Issuance of BBC common stock upon exercise of stock options            2,169                  --                  -- 
Issuance of BFC common stock upon exercise of stock options               --                  --                  35 
Change in minority interest                                           10,028                  --                  -- 
Increase in advances by borrowers for taxes and insurance, net           563                  --                  -- 
                                                                 -----------         -----------         ----------- 
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                  351,043               4,981              (8,341)
                                                                 -----------         -----------         ----------- 
(Decrease) increase in cash and cash equivalents                      (3,319)               (978)              1,919 
Cash and cash equivalents at beginning of period                       1,545               2,523                 604 
Cash resulting from consolidation of BBC                              90,383                  --                  -- 
                                                                 -----------         -----------         ----------- 
CASH AND CASH EQUIVALENTS AT END OF PERIOD                       $    88,609               1,545               2,523 
                                                                 ===========         ===========         =========== 
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND                                                                   
 FINANCING ACTIVITIES:                                                                                               
Interest paid on borrowings and deposits                         $   216,136               3,381               1,444 
Income taxes paid                                                      2,535                  69                  62 
Change in minority interest resulting from issuance of                                                               
   of BBC Class A common stock upon conversion of                                                                    
   subordinated debentures                                                34                  --                  -- 
Change in minority interest resulting from issuance                                                                  
   BBC Class A common stock upon acquisitions                            178                                         
Increase in other liabilities from the retirement of BBC                                                             
  restricted stock                                                     3,187                  --                  -- 
Change in stockholders' equity resulting from net unrealized                                                         
   appreciation (depreciation) on securities available for sale       10,117              (5,887)                539 
Transfer from escrow accounts to reflect payments on                                                                 
   subordinated debentures                                               163                 356                 306 
Net (loss) gain effect of BBC capital transactions,                                                                  
  net of income tax                                                     (102)               (205)              2,510 
Increase in equity for tax effect related to the exercise of                                                         
   employee stock options                                                 --                  --                  25 
Deferred profit recognized                                                --                  --                 316 
BBC dividends on common stock declared and                                                                           
  paid in subsequent period                                              322                 322                 303 


See accompanying notes to consolidated financial statements.

56

10-K405
57th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 57th

BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

BASIS OF FINANCIAL STATEMENT PRESENTATION - BFC Financial Corporation ("BFC" or 
the "Company") is a unitary savings bank holding company as a consequence of its
ownership of the Common Stock of BankAtlantic Bancorp, Inc. ("BBC").            
BankAtlantic, a Federal Savings Bank, ("BankAtlantic") is a wholly-owned        
subsidiary of BBC. The Company's primary asset is the capital stock of BBC and  
its primary activities currently relate to that asset. The financial statements 
have been prepared in conformity with accounting principles generally accepted  
in the United States of America. ("GAAP").                                      

In August 2000, BBC shareholders approved a corporate transaction in which each 
share of BBC's Class B Common Stock was converted into .0000002051 of a share of
BBC's Class B Common Stock as the surviving corporation in the transaction which
was structured as a merger. No fractional shares were issued. The corporate     
transaction resulted in the retirement of all publicly held BBC Class B Common  
Stock, leaving BFC the sole holder of BBC's Class B Common Stock. The Class B   
Common Stock represents 100% of the voting rights of BBC.                       

BBC's principal assets include BankAtlantic and its subsidiaries and Ryan Beck &
Co., LLC ("Ryan Beck") an investment banking firm, and its wholly owned         
subsidiaries.                                                                   

During 1997 BankAtlantic, through Levitt Corporation (formerly known as         
BankAtlantic Development Corporation ("Levitt"), acquired St. Lucie West Holding
Company ("SLWHC"). SLWHC is the developer of a master planned community located 
in Port St. Lucie, Florida. Additionally, on December 28, 1999, Levitt acquired 
Levitt and Sons and subsidiaries. Levitt and Sons, headquartered in Boca Raton  
Florida, is a developer of active adult communities.                            

In preparing the financial statements, management is required to make estimates 
and assumptions that affect the reported amounts of assets and liabilities as of
the date of the statements of financial condition and operations for the periods
presented. Actual results could differ significantly from those estimates.      
Material estimates that are particularly susceptible to significant change in   
the next year relate to the determination of the allowance for loan losses, the 
valuation of real estate acquired in connection with foreclosure or in          
satisfaction of loans, and the valuation of real estate held for development. In
connection with the determination of the allowances for loan losses, real estate
owned and real estate held for development, management obtains independent      
appraisals for significant properties when it is deemed prudent.                

Certain amounts for prior years have been reclassified to conform with revised  
statement presentation for 2000.                                                

CONSOLIDATION POLICY - The consolidated financial statements include the        
accounts of BFC, its wholly owned subsidiaries and majority controlled          
subsidiaries, BBC and venture partnerships. Adjustments to operations relating  
to changes in the Company's percentage ownerships are reflected in minority     
interest. All significant intercompany accounts and transactions have been      
eliminated in consolidation. Because of BFC's increase in voting control of BBC 
during 2000, BBC is consolidated for financial statements instead of carried on 
the equity basis. At December 31, 2000, BFC owned 100% of BBC's voting common   
stock and 36% of BBC's total common stock. Prior to 2000, BBC was carried using 
the equity method and prior year amounts have not been restated.                

CASH EQUIVALENTS - Cash and due from depository institutions include demand     
deposits at other financial institutions. Federal funds sold are generally sold 
for one-day periods and securities purchased under resell agreements are settled
in less than 30 days.                                                           

SECURITIES - Debt securities are classified based on management's intention on  
the date of purchase. Debt securities that management has both the positive     
intent and ability to hold to maturity are classified as securities             
held-to-maturity and are carried at amortized cost. Securities that are bought  
and held principally for the purpose of resale in the near term are classified  
as trading instruments and are stated at fair value. All other debt securities  
are classified as available for sale and carried at fair value with the net     
unrealized gains and losses included in shareholders' equity on an after tax    
basis. Declines in the fair value of individual held to maturity and available  
for sale securities below their cost that are other than temporary result in    
write-downs of the individual securities to their fair value.                   

57

10-K405
58th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 58th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Interest and dividends on securities, including the amortization of premiums and
the accretion of discounts, are reported in interest and dividends on securities
using the interest method. Gains and losses on the sale of securities are       
recorded on the trade date and are calculated using the specific-identification 
method.                                                                         

Marketable equity securities, which are included in securities available for    
sale are carried at fair value with the net unrealized gains and losses included
in shareholders' equity on an after- tax basis. Equity securities that do not   
have readily determinable fair value are classified as investment securities and
carried at historical cost which approximates fair value.                       

TAX CERTIFICATES - Tax certificates represent a priority lien against real      
property for which assessed real estate taxes are delinquent. Tax certificates  
are classified as investment securities and are carried at cost, net of an      
allowance for probable losses, which approximates fair value.                   

LOANS AND LEASES - Loans are reported at their outstanding principal balances   
net of any unearned income, charge-offs, unamortized deferred fees and costs on 
originated loans and premiums or discounts on purchased loans. Loan origination 
fees and certain direct origination costs are deferred and recognized as        
adjustments to income over the lives of the related loans. Unearned income,     
discounts and premiums are amortized to income using methods that approximate   
the interest method. Equipment leases are carried at the aggregate of lease     
payments receivable plus estimated residual value of the leased property, less  
unearned income. Unearned income on equipment leases is amortized over the lease
terms by the interest method.                                                   

ALLOWANCE FOR LOAN AND LEASE LOSSES - The allowance for loan and lease losses is
available to absorb BBC's management's estimate of incurred credit losses in the
loan and lease portfolios. A loan is impaired when collection of principal and  
interest based on the contractual terms of the loan is not probable. The first  
component of the allowance is for non-homogenous loans that are individually    
evaluated for impairment. These are high balance loans that management considers
to be high risk. The process for identifying loans to be evaluated individually 
for impairment is based on management's assigning individual loans risk grades. 
Once an individual loan is found to be impaired, a specific reserve is assigned 
to the loan based on one of the following three methods: (1) present value of   
expected future cash flows, (2) fair value of collateral less costs to sell, or 
(3) observable market price. The second component of the allowance is for       
homogenous loans in which groups of loans with common characteristics are       
evaluated for impairment. Homogenous loans and leases have certain              
characteristics that are common to the entire portfolio and losses can be       
predicted based on historical data and delinquency trend as it relates to the   
group. BBC management segregates homogenous loans into groups with common       
characteristics, such as: residential real estate; small business mortgage;     
small business non-mortgage; lease financing, and various types of consumer     
loans. The methodology utilized in establishing the allowance for homogenous    
loans includes consideration of the current economic environment, trends in     
industries, analysis of historical losses, static pool analysis, delinquency    
trends, risk grades and credit scores.                                          

BBC management believes the allowance for loan and lease losses is adequate and 
that it has a sound basis for estimating the adequacy of the allowance for loan 
losses. Actual losses incurred in the future are highly dependent upon future   
events, including the economy of the geographical areas in which BankAtlantic   
holds loans.                                                                    

NON-PERFORMING LOANS AND LEASES - Interest income on loans, including the       
recognition of discounts and loan fees, is accrued based on the outstanding     
principal amount of loans using the interest method. A loan is generally placed 
on non-accrual status at the earlier of the loan becoming past due 90 days as to
either principal or interest or the borrower entered bankruptcy proceedings and 
the loan is delinquent. Exceptions to placing 90 day past due loans on          
non-accrual may be made if there exists an abundance of collateral. When a loan 
is placed on non-accrual status, interest accrued but not received is reversed  
against interest income. A non-accrual loan may be restored to accrual status   
when delinquent loan payments are collected and the loan is expected to perform 
in the future according to its contractual terms.                               

Consumer non-mortgage loans that are 120 days past due are charged off. Real    
estate secured consumer and residential loans that are 120 days past due are    
charged down to fair value less cost to sell.                                   

ALLOWANCE FOR TAX CERTIFICATE LOSSES - This allowance represents the amount     
which BBC management believes is sufficient to provide for future losses that   
are probable and subject to reasonable estimation. In establishing its allowance
for tax certificate losses, management considers past loss experience, present  
indicators, such as the length of time the certificate has been outstanding,    
economic conditions and collateral values. Tax certificates and resulting deeds 
are classified as non-accrual                                                   

58

10-K405
59th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 59th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

when a tax certificate is 24 to 60 months delinquent, depending on the          
municipality, from BankAtlantic's acquisition date. At that time interest ceases
to be accrued.                                                                  

LOANS HELD FOR SALE - Such loans are reported at the lower of cost or estimated 
aggregate fair value, based on current market prices for similar loans. Loan    
origination fees and related direct loan origination costs and premiums and     
discounts on purchased loans held for sale are deferred until the related loan  
is sold.                                                                        

REAL ESTATE OWNED ("REO") - REO is recorded at the lower of the loan balance,   
plus acquisition costs, or fair value, less estimated disposition costs.        
Expenditures for capital improvements made thereafter are generally capitalized.
Real estate acquired in settlement of loans is anticipated to be sold and       
valuation allowance adjustments are made to reflect any subsequent changes in   
fair values from the initially recorded amount. The costs of holding REO are    
charged to operations as incurred. Provisions and reversals in the REO valuation
allowance are reflected in operations. The construction and development         
activities of Levitt are not accounted for as REO.                              

INVESTMENT BANKING ACTIVITIES - Includes investment banking revenues, principal 
transactions and commissions. Ryan Beck securities transactions are recorded on 
a trade date basis. Ryan Beck selling concessions, consulting fees, management  
fees and underwriting fees, less related expenses, are recorded in income as    
earned. All securities owned and sold, but not yet purchased are valued at fair 
value, which results in unrealized gains and losses being reflected in          
operations.                                                                     

LOAN SERVICING FEES - BankAtlantic serviced mortgage loans for its own account  
and for investors. BBC in December 1998 decided to exit the mortgage servicing  
business ("MSB"). Accordingly, results of operations of the MSB were presented  
as "Discontinued Operations" in the Consolidated Statements of Operations for   
all periods presented. Mortgage loans serviced for investors are not included in
the accompanying consolidated statements of financial condition. Loan servicing 
fees were based on a stipulated percentage of the outstanding loan principal    
balances being serviced and recognized as income when related loan payments from
mortgagors were collected. Loan servicing costs were charged to expense as      
incurred.                                                                       

REAL ESTATE HELD FOR DEVELOPMENT AND SALE - Includes land, land development     
costs, and other construction costs and are stated at the lower of accumulated  
cost or estimated fair value. The estimated fair value of real estate is        
evaluated based on disposition of real estate in the normal course of business  
under existing and anticipated market conditions. The evaluation takes into     
consideration the current status of property, various restrictions, carrying    
costs, debt service requirements, costs of disposition and any other            
circumstances which may affect fair value including management's plans for the  
property. Due to the large acreage of certain land holdings, disposition in the 
normal course of business is expected to extend over a number of years.         

Inventory costs include direct acquisition, development and construction costs, 
interest and other indirect construction costs. Land and indirect land          
development costs are accumulated by specific area and allocated proportionately
to various parcels or housing units within the respective area based upon the   
most practicable methods, including specific identification and allocation based
upon the relative sales value method or acreage methods.                        

Interest is capitalized at the effective interest rates paid on borrowings for  
interest costs incurred on real estate inventory components during the          
preconstruction and planning stage and the periods that projects are under      
development. Capitalization of interest is discontinued if development ceases at
a project.                                                                      

Revenue and all related costs and expenses from house and land sales are        
recognized at the time that closing has occurred, when title to and possession  
of the property and risks and rewards of ownership transfer to the buyer and    
other sale and profit recognition criteria are satisfied as required under      
generally accepted accounting principles for real estate transactions.          

Title and mortgage operations include agency and other fees received for the    
processing of title insurance policies and mortgage loans. Revenues from title  
and mortgage operations are recognized when the transfer of the corresponding   
property or mortgages to third parties has been consummated.                    

INVESTMENTS IN JOINT VENTURES - The Company accounts for its general partnership
interests in its joint ventures in which it has a 50% or less ownership interest
using the equity method of accounting. Under the equity method, the Company's   
initial investment in a joint venture is recorded at cost and is subsequently   
adjusted to recognize its share of the joint venture's earnings or losses.      
Distributions received from joint ventures reduce the carrying amount of the    
investment. All intercompany profits and losses are eliminated until realized   
through third party transactions. Interest is capitalized on real estate joint  

59

10-K405
60th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 60th

BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ventures while the venture has activities in progress necessary to commence its 
planned principal operations based on the average balance outstanding of        
investments and advances to joint ventures. Interest income on loans from       
BankAtlantic to joint ventures is eliminated based on the Company's ownership   
percentage in consolidation until realized by the joint venture.                

Profit or loss on real estate sold including REO, joint ventures and real estate
held for development and sale is recognized in accordance with Statement of     
Financial Accounting Standards No. 66, "Accounting for Sales of Real Estate".   
Any estimated loss is recognized in the period in which it becomes apparent.    

IMPAIRMENT - Long-lived assets, assets to be disposed of, investment securities,
cost over fair value of net assets acquired and certain identifiable intangibles
to be held and used by the Company are reviewed for impairment whenever events  
or changes in circumstances indicate that the carrying amount of an asset may   
not be recoverable. In performing the review for recoverability, the Company    
estimates the future cash flows expected to result from the use of the asset and
its eventual disposition. If the sum of the expected future cash flows          
(undiscounted and without interest charges) is less than the carrying amount of 
the asset, an impairment loss is recognized. Measurement of an impairment loss  
for long-lived assets, assets to be disposed of, and identifiable intangibles   
that the Company expects to hold and use is based on the fair value of the      
asset.                                                                          

OFFICE PROPERTIES AND EQUIPMENT - Land is carried at cost. Office properties,   
equipment and computer software are carried at cost less accumulated            
depreciation. Depreciation is computed on the straight-line method over the     
estimated useful lives of the assets, which generally range up to 50 years for  
buildings and 3-10 years for equipment and software. The cost of leasehold      
improvements is being amortized using the straight-line method over the terms of
the related leases.                                                             

Expenditures for new properties and equipment and major renewals and betterments
are capitalized. Expenditures for maintenance and repairs are charged to expense
as incurred and gains or losses on disposal of assets are reflected in current  
operations.                                                                     

COST OVER FAIR VALUE OF NET ASSETS ACQUIRED AND OTHER INTANGIBLE ASSETS - Cost  
over fair value of assets acquired and other intangible assets are being        
amortized on a straight-line basis over estimated useful lives, ranging from 7  
to 25 years.                                                                    

ADVERTISING - Advertising expenditures are expensed as incurred.                

INCOME TAXES - The Company does not include BBC and its subsidiaries in its     
consolidated income tax return with its wholly owned subsidiaries, since the    
Company owns less than 80% of the outstanding stock of BBC. Deferred income     
taxes are provided on elements of income or expense that are recognized for     
financial accounting purposes in periods different than such items are          
recognized for income tax purposes.                                             

The Company utilizes the asset and liability method to account for income taxes.
Under the asset and liability method, deferred tax assets and liabilities are   
recognized for the future tax consequences attributable to the differences      
between the financial statement carrying amounts of existing assets and         
liabilities and their respective tax bases. Deferred tax assets and liabilities 
are measured using enacted tax rates expected to apply to taxable income in the 
years in which those temporary differences are expected to be recovered or      
settled. The effect of a change in tax rates on deferred tax assets and         
liabilities is recognized in the period that includes the statutory enactment   
date. A valuation allowance is provided to the extent it is more likely than not
that deferred tax assets will not be utilized.                                  

DERIVATIVE INSTRUMENTS - During the year ended December 31, 2000 BBC entered    
into various interest rate swap contracts. The interest rate swap contracts were
executed to convert BBC's fixed rate callable time deposits to a variable       
interest rate and to hedge the variability in expected cash flows of money      
market deposit accounts. The interest rate swaps were accounted for as a        
synthetic alteration. The net interest receivable or payable on the interest    
rate swaps was accrued and recognized as an adjustment to interest expense. BBC 
has also utilized forward delivery contracts to purchase mortgage-backed        
securities. The forward contracts were carried at fair value with unrealized    
gains recognized in gains on trading securities in the Statement of Operations. 

During the two years ended December 31, 1999 BBC did not purchase, sell or enter
into derivative financial instruments or derivative commodity instruments as    
defined by Statement of Financial Accounting Standards No. 119, "Disclosures    
about Derivative Financial Instruments and Fair Value of Financial Instruments" 
other than fixed rate loan commitments.                                         

60

10-K405
61st Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 61st

BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EARNINGS PER SHARE - While the Company has two classes of common stock          
outstanding, the two-class method is not presented because the Company's capital
structure does not provide for different dividend rates or other preferences,   
other than voting rights, between the two classes. Basic earnings per share     
excludes dilution and is computed by dividing net income by the weighted average
number of common shares outstanding for the period. Diluted earnings per share  
reflects the potential dilution that could occur if options to issue common     
shares were exercised. Common stock options, if dilutive, are considered in the 
weighted average number of dilutive common shares outstanding. The options are  
included in the weighted average number of dilutive common shares outstanding   
based on the treasury stock method. For all periods, the shares of the Company  
issued in connection with a 1984 acquisition are considered outstanding after   
elimination of the Company's percentage ownership of the entity that received   
the shares issued in that acquisition.                                          

STOCK BASED COMPENSATION PLANS - The Company maintains both qualifying and      
non-qualifying stock-based compensation plans for its employees and directors.  
The Company has elected to account for its employee stock-based compensation    
plans under Accounting Principles Board ("APB") Opinion No. 25.                 

NEW ACCOUNTING PRONOUNCEMENTS - Financial Accounting Standards Board Statement  
No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS   
133") was issued in June 1998. This statement establishes accounting and        
reporting standards for derivative instruments, including certain derivative    
instruments embedded in other contracts, (collectively referred to as           
derivatives) and for hedging activities. It requires that an entity recognize   
all derivatives as either assets or liabilities in the statement of financial   
condition and measure those instruments at fair value.                          

The Company implemented FAS 133, as amended by FAS 137 and 138 as of January 1, 
2001. The Statement required the Company to mark its derivative securities to   
market. FAS 133 did not have a material impact on the Statement of Operations or
the Statement of Financial Condition.                                           

Financial Accounting Standards Board Statement No. 140, "Accounting for         
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" 
("FAS 140") was issued in September 2000. FAS 140 provides accounting and       
reporting standards for transfers and servicing of financial assets and         
extinguishments of liabilities. Those standards are based on consistent         
application of a financial-components approach that focuses on control. Under   
that approach, after a transfer of financial assets, an entity recognizes the   
financial and servicing assets it controls and the liabilities it has incurred, 
derecognizes financial assets when control has been surrendered, and            
derecognizes liabilities when extinguished. FAS 140 provides consistent         
standards for distinguishing transfers of financial assets that are sales from  
transfers that are secured borrowings.                                          

FAS 140 is effective for transfers and servicing of financial assets and        
extinguishments of liabilities occurring after March 31, 2001 and for           
recognition and reclassification of collateral and for disclosures relating to  
securitization transactions and collateral for fiscal years ending after        
December 15, 2000. Disclosures about securitization and collateral accepted need
not be reported for periods ending on or before December 15, 2000, for which    
financial statements are presented for comparative purposes. FAS 140 is to be   
applied prospectively with certain exceptions. Other than those exceptions,     
earlier or retroactive application of its accounting provisions is not          
permitted. Management believes that the implementation of FAS 140 will not have 
a material impact on the Statement of Operations or the Statement of Financial  
Conditions.                                                                     

61

10-K405
62nd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 62nd
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   EARNINGS (LOSS) PER SHARE                                                  

The following table reconciles the numerators and denominators of the basic and 
diluted earnings (loss) per share computations for each of the years in the     
three year period ended December 31, 2000 (in thousands, except per share data):

                                                        [Enlarge/Download Table]


                                                                       Year Ended December 31,      
                                                              --------------------------------------
                                                               2000            1999           1998  
                                                              -------         -------        -------
                                                                                                    
Basic Numerator:                                                                                    
(Loss) income from continuing operations                      $(4,982)          7,251            319
Income from discontinued operations                               669              --             --
Income from extraordinary items                                 7,948             175             61
                                                              -------         -------        -------
Net income                                                    $ 3,635           7,426            380
                                                              =======         =======        =======
Basic Denominator                                                                                   
Weighted average shares outstanding (2)                         7,957           7,957          7,954
                                                              =======         =======        =======
Basic (loss) earnings per share from continuing operations    $  (.63)            .91            .04
Basic earnings per share from discontinued operations             .09              --             --
Basic earnings per share from extraordinary items                1.00             .02            .01
                                                              -------         -------        -------
Basic earnings per share                                      $   .46             .93            .05
                                                              =======         =======        =======
Diluted Numerator:                                                                                  
(Loss) income from continuing operations                      $(4,982)          7,251            319
Income from discontinued operations                               669              --             --
Income from extraordinary items                                 7,948             175             61
                                                              -------         -------        -------
Net income (loss)                                             $ 3,635           7,426            380
                                                              =======         =======        =======
Diluted Denominator                                                                                 
Basic weighted average shares outstanding (2)                   7,957           7,957          7,954
Options (1)                                                       564             861          1,147
                                                              -------         -------        -------
Diluted weighted average shares outstanding                     8,521           8,818          9,101
                                                              =======         =======        =======
Diluted (loss) earnings per share from continuing operations  $  (.58)            .82            .04
Diluted earnings per share from discontinued operations           .08              --             --
Diluted earnings per share from extraordinary items               .93             .02             --
                                                              -------         =======        -------
Diluted earnings per share                                    $   .43             .84            .04
                                                              =======         =======        =======


(1)      The number of options considered outstanding shares for diluted        
    earnings per share is based upon application of the treasury stock
method to the options outstanding as of the end of the period.
(2)      I.R.E. Realty Advisory Group, Inc. ("RAG") owns 1,375,000 of BFC       
        Financial Corporation's Class A Common Stock and 500,000 shares of BFC
      Financial Corporation Class B Common Stock. Because the Company owns
         45.5% of the outstanding common stock of RAG, 624,938 shares of Class A
        Common Stock and 227,500 shares of Class B Common Stock are eliminated
 from the number of shares outstanding for purposes of computing
earnings per share.                                           

62

10-K405
63rd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 63rd

BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. SECURITIES AND SHORT-TERM INVESTMENTS                                        

The following tables summarize available-for-sale securities, investment        
securities and tax certificates (in thousands):                                 

                                                        [Enlarge/Download Table]


                                                            Available for Sale                      
                                          ----------------------------------------------------------
                                                             Gross          Gross                   
                                          Amortized        Unrealized     Unrealized      Estimated 
December 31, 2000                            Cost         Appreciation   Depreciation     Fair Value
-----------------                         ---------       ------------   ------------     ----------
                                                                                                    
Mortgage-backed Securities:                                                                         
Mortgage-backed securities                 $198,957        $  1,255        $     86        $200,126 
Real estate mortgage investment conduits    619,238             114          12,053         607,299 
                                           --------        --------        --------        -------- 
     Total mortgage-backed securities       818,195           1,369          12,139         807,425 
                                           --------        --------        --------        -------- 
INVESTMENT SECURITIES:                                                                              

U.S. Treasury Notes                           5,945               0               0           5,945 
Other Bonds                                     250               0               0             250 
Equity securities (1)                        26,507          48,119             300          74,326 
                                           --------        --------        --------        -------- 
     Total investment securities             32,702          48,119             300          80,521 
                                           --------        --------        --------        -------- 
          Total                            $850,897        $ 49,488        $ 12,439        $887,946 
                                           ========        ========        ========        ======== 

(1)      Amortized cost reflects a $6.7 million impairment resulting from other 
  than temporary declines in the fair value for December 31, 2000.

Included in equity securities are investments that the Company (without         
consideration of BBC) has made in connection with limited partnerships that it  
has formed or will form. The Company currently intends to sponsor future limited
partnerships that will provide venture capital to unaffiliated third parties. As
the Company identifies an investment that it believes may be suitable for one of
these partnerships, it may make an investment with the view towards transferring
the investment to a future partnership. If for some reason, the partnership does
not raise sufficient capital to cover the Company's investment, BFC may either  
retain the investment for its own portfolio or may be required to invest in the 
partnership to give the partnership sufficient capital to acquire the           
investments. During 1999 and 2000, the Company invested in unaffiliated         
technology entities. During 2000, the ownership in the technology entities were 
transferred at the Company's cost to specified asset limited partnerships       
managed by affiliates of the Company. Interests in such partnerships were sold  
in 2000 and 2001 to accredited investors in private offerings. During 2000,     
approximately $11.5 million of capital was raised by these partnerships, of that
amount, BFC, BBC and subsidiary general partners retained ownership of          
approximately $3.0 million. The subsidiary general partners are the controlling 
general partner for these partnerships. Therefore, adjustments to operations    
relating to changes in the Company's percentage ownership are reflected in      
minority interest. It is anticipated that the Company may form additional       
partnerships in the future to invest in the technology sector. In addition, the 
Company acquired interest in non-affiliated entities of approximately $1.7      
million in the retail sector and approximately $2.5 million in the technology   
sector which are included in equity securities.                                 

The scheduled maturities of debt securities and tax certificates were (in       
thousands):                                                                     

                                                        [Enlarge/Download Table]

                                                                           Tax Certificates/Debt   
                                                  Debt Securities               Securities         
                                                Available for Sale           Held to Maturity      
                                            --------------------------  ---------------------------
                                                             Estimated                  Estimated  
                                             Amortized         Fair     Amortized          Fair    
December 31, 2000(1)                           Cost            Value       Cost            Value   
--------------------                        ----------       ---------  ----------      -----------
                                                                                                   
Due within one year                          $ 10,464        $ 10,425    $ 87,477        $ 87,477  
Due after one year, but within five years         560             563      34,875          34,875  
Due after five years, but within ten years     12,129          11,626     238,275         242,627  
Due after ten years                           801,237         791,006          --              --  
                                             --------        --------    --------        --------  
     Total                                   $824,390        $813,620    $360,627        $364,979  
                                             ========        ========    ========        ========  


(1)      Scheduled maturities in the above table may vary significantly from    
actual maturities due to prepayments.                         

63

10-K405
64th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 64th

BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                        [Enlarge/Download Table]

                                             Investment Securities and Tax Certificates           
                                    --------------------------------------------------------------
                                                           December 31, 2000 (1)                  
                                    --------------------------------------------------------------
                                                       Gross            Gross           Estimated 
                                    Amortized        Unrealized       Unrealized          Fair    
                                      Cost          Appreciation     Depreciation         Value   
                                    ----------      ------------     ------------       ----------
                                                                                                  
Tax certificates                                                                                  
       Net of allowance of $ 1,937  $122,352          $     --         $      --          $122,352
       Net of allowance of $ 1,504        --                --                --                  
Mortgage-backed securities (3)       238,275             4,352                --           242,627
Investment securities (2)             22,992                --                --            22,992
                                    --------          --------          --------          --------
                                    $383,619          $  4,352          $     --          $387,971
                                    ========          ========          ========          ========


                                                                [Download Table]

                              Investment Securities and Tax Certificates           
                     --------------------------------------------------------------
                                            December 31, 1999                      
                     --------------------------------------------------------------
                                        Gross            Gross           Estimated 
                     Amortized        Unrealized       Unrealized          Fair    
                       Cost          Appreciation     Depreciation         Value   
                     ----------      ------------     ------------       ----------
                                                                                   
Investment securit$  $  8,408                --                --          $  8,408
                     --------          --------          --------          --------
                     $  8,408                --                --             8,408
                     ========          ========          ========          ========


(1)      Management considers estimated fair value equivalent to book value for 
        tax certificates and investment securities since these securities have
    no readily traded market and are deemed to approximate fair value.
(2)      Investment securities consist of equity instruments purchased through  
private placements.                                           
(3)      Mortgage-backed securities are classified as held to maturity.         

Through December 31, 1999, the Company had provided venture capital to seven    
entities in the early stages of their development. Two of these entities are in 
the retail sector and five of these entities are in the technology industry. The
Company's venture investments are not public entities and therefore there was no
liquidity and no available quoted market value for these investments in 1999.   
Accordingly, in 1999 investment securities of approximately $8.4 million were   
carried at the Company's cost, which approximated market value. During 2000, the
investments in the technology industry were contributed to a specified asset    
limited partnership managed by an affiliate of the Company. Interests in such   
partnership were sold in March 2000 to accredited investors in a private        
offering and the Company received approximately $6.2 million of the proceeds.   

Activity in the allowance for tax certificate losses for the year ended December
31, 2000 was (in thousands):                                                    

Balance, beginning of period resulting from                   
        consolidation of BBC                                     $   1,504
                                                                 ---------
       Charge-offs                                                     (796)
      Recoveries                                                       329
                                                                  --------
       Net recoveries (charge-offs)                                    (467)
                                                                  --------
      Provision charged to operations                                  900
                                                                  --------
      Balance, end of period                                      $  1,937
                                                                  ========

The components of gains and losses on sales of securities for the year ended    
December 31, 2000 was (in thousands):                                           

      Gross gains on securities activities                        $  3,775
      Gross losses on securities activities                          1,235
                                                                  --------
Net losses on the sales of securities available             
       For sale and trading securities                            $  2,540
                                                                  ========

The specific identification method was used in determining cost in computing    
realized gains and losses. Included in gains on sales of securities available   
for sale and trading securities in the Statement of Operations was a $5.2       
million write-down of equity investments and a $316,000 unrealized gain from    
forward contracts during the year ended December 31, 2000.                      

64

10-K405
65th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 65th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BBC's trading account consisted of the following (in thousands):                

                                        December 31,
                                      2000
                                        ------------
Debt obligations:                                             
States and municipalities                   $  11,731     
Corporations                                      227     
U.S. Government and agencies                   24,476     
Corporate equity                                  3,401       
Certificates of deposit                           3,722       
                                       ---------
Total                                    $  43,557  
                                       =========

The trading securities outstanding at December 31, 2000 were all associated with
trading activities conducted both as principal and as agent on behalf of        
individual and institutional investor clients of Ryan Beck. Transactions as     
principal involve making markets in securities which are held in inventory to   
facilitate sales to and purchases from customers. Ryan Beck realized income from
principal transactions of $14.8 million for the year ended December 31, 2000.   

Securities sold, but not yet purchased included in other liabilities consisted  
of the following (in thousands):                                                

                                        December 31,
                                      2000
                                       -----------
Corporate equity                              $     363       
U.S. Government Agencies                         11,662       
                                       ---------
                                       $  12,025
                                       =========

Securities sold, but not yet purchased are a part of Ryan Beck's normal         
activities as a broker and dealer in securities and are subject to              
off-balance-sheet market risk of loss should Ryan Beck be unable to acquire the 
securities for delivery to the purchaser at prices equal to or less than the    
current recorded amounts.                                                       

The following table provides information on securities purchased under          
agreements to resell for the year ended December 31, 2000 (in thousands):       

     Ending Balance                                              $ 1,584
     Maximum outstanding at any month end within period          $ 9,421
     Average amount invested during period                       $ 3,034
      Average yield during period                                    5.79%

The underlying securities associated with the securities purchased under        
agreements to resell during the years ended December 31, 2000 were in           
BankAtlantic's possession.                                                      

The following table provides information on Federal Funds sold for the year     
ended December 31, 2000 (in thousands):                                         

      Ending Balance                                              $     --
      Maximum outstanding at any month end within period          $ 10,500
      Average amount invested during period                       $    629
       Average yield during period                                     6.31%

65

10-K405
66th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 66th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The estimated fair value of securities available for sale, investment securities
and mortgage-backed securities held to maturity pledged for the following       
obligations were (in thousands):                                                

                                        December 31,
                                        2000
                                        ------------
FHLB advances                                  $ 120,691      
Treasury tax and loan                              3,200      
Repurchase agreements                            683,518      
Public funds                                      69,165      
Subordinated debentures                            5,300      
Interest rate swap contracts                         981      
                                         ---------
                                         $ 882,855
                                         =========

The change in net unrealized holding gains or losses on available for sale      
securities included as a separate component of stockholders' equity was as      
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                                          For the Year Ended December 31,     
                                                                    ------------------------------------------
                                                                     2000             1999              1998  
                                                                    -------          -------           -------
                                                                                                              
Net change in unrealized appreciation (depreciation)                                                          
  on securities available for sale                                  $16,472          $(9,423)          $   878
Change in deferred taxes (benefits) on net unrealized appreciation                                            
  (depreciation) on securities available for sale                     6,355           (3,536)              339
                                                                    -------          -------           -------
Change in stockholders' equity from net unrealized                                                            
  appreciation (depreciation) on securities available for sale      $10,117          $(5,887)          $   539
                                                                    =======          =======           =======


4.  LOANS RECEIVABLE                                                            

The loan and lease portfolio consisted of the following components:             

                                                        [Enlarge/Download Table]

                                                                         December 31,            
                                                               --------------------------------- 
                                                                   2000                 1999     
                                                               -----------           ----------- 
                                                                        (in thousands)           
                                                                                                 
Real estate loans:                                                                               
  Residential                                                  $ 1,316,062           $        -- 
  Construction and development                                     937,881                    -- 
  Commercial                                                       372,351                 3,221 
  Small business                                                    28,285                    -- 
Other loans:                                                                                     
  Second mortgages - direct                                        124,859                    -- 
  Second mortgages - indirect                                        4,020                    -- 
  Commercial business                                               86,194                    -- 
  Lease financing                                                   75,918                    -- 
  Small business - non-mortgage                                     69,325                    -- 
  Due from foreign banks                                            64,207                    -- 
  Banker's acceptances                                               1,329                    -- 
  Deposit overdrafts                                                 2,325                    -- 
  Consumer loans - other direct                                     30,711                    -- 
  Consumer loans - other indirect                                   58,455                    -- 
Loans held for sale:                                                                             
  Commercial syndication                                            80,016                    -- 
                                                               -----------           ----------- 
          Total gross loans                                      3,251,938                 3,221 
                                                               -----------           ----------- 
Adjustments:                                                                                     
  Undisbursed portion of loans in process                         (344,390)                   -- 
  Premiums related to purchased loans                                  127                    -- 
  Unearned discounts on commercial real estate loans                  (178)                   -- 
  Principally deferred profit on commercial real estate loans         (786)                 (824)
  Deferred fees                                                     (3,624)                   -- 
  Allowance for loan and lease losses                              (48,072)               (1,072)
                                                               -----------           ----------- 
          Loans receivable -- net                              $ 2,855,015           $     1,325 
                                                               ===========           =========== 


66

10-K405
67th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 67th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BankAtlantic's loan portfolio had the following geographic concentration at     
December 31, 2000:                                                              

Florida                              50%                    
California                            7                     
Northeast                             9                     
Other                                34                     
               ---
Total                             100%                  
               ===
SECURITIZATION ACTIVITY:                                                        

During the year ended December 31, 2000, BankAtlantic securitized $77.9 million 
of purchased residential loans into government agency mortgage-backed           
securities. The resulting securities were classified as securities available for
sale.                                                                           

DISCONTINUED LENDING ACTIVITY:                                                  

BBC continuously evaluates its business units for profitability, growth and     
overall efficiency. As a result, BBC made a determination in September 2000 to  
discontinue its purchasing and reselling of mortgage loans and its participation
in syndication commercial lending. BBC purchased residential loans with the     
intent to package and sell, securitize or retain these loans based on individual
characteristics. As a consequence of discontinuing these activities, $222       
million of residential loans held for sale were transferred to the held for     
investment portfolio, resulting in BBC realizing a loss of $654,000 at transfer.
As a result of discontinuing its syndication lending activities, the entire     
portfolio of $123.9 million of syndication loans was transferred from loans held
for investment to loans held for sale.                                          

TRANSFER OF LOANS:                                                              

During the year ended December 31, 1998, BBC transferred $108.5 million of      
purchased residential loans from held for investment to held for sale. As part  
of its normal operations, BBC purchases bulk residential loans and continually  
evaluates the portfolio.                                                        

ALLOWANCE FOR LOAN AND LEASE LOSSES (IN THOUSANDS):                             

                                                        [Enlarge/Download Table]


                                                              For the Year Ended December 31,       
                                                       ---------------------------------------------
                                                         2000               1999              1998  
                                                       --------           --------          --------
                                                                                                    
Balance, beginning of period                           $  1,072           $    772          $    772
Balance, beginning of period resulting from                                                         
consolidation of BBC                                     44,450                 --                --
Loans and leases charged-off                            (32,221)                --                --
Recoveries of loans and leases previously charged-off     5,639                 --                --
                                                       --------           --------          --------
Net charge-offs                                         (26,582)                --                --
Additions charged to operations                          29,132                300                --
Allowance for loan losses acquired                           --                 --                --
                                                       --------           --------          --------
Balance, end of period                                 $ 48,072           $  1,072          $    772
                                                       ========           ========          ========


67

10-K405
68th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 68th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following summarizes impaired loans (in thousands):                         

                                                                [Download Table]


                                                   December 31, 2000        
                                                   -------------------------
                                                      Gross                 
                                                    Recorded      Specific  
                                                   Investment     Allowances
                                                   ----------     ----------
                                                                            
Impaired loans with specific reserves                $23,090        $ 8,057 
Impaired loans without specific reserves              33,618              0 
                                                     -------        ------- 
  Total                                               56,708          8,057 
                                                     =======        ======= 

Average net recorded investment in impaired loans    $30,885              0 
                                                     =======        ======= 


FOREGONE INTEREST INCOME:                                                       

Interest income which would have been recorded under the contractual terms of   
impaired loans and the interest income actually recognized for the year ended   
December 31, 2000 was (in thousands):                                           

Contracted interest income                             $ 5,254
 Interest income recognized (1)                          (4,129)
                                                       -------
Forgone interest income                                $ 1,125
                                                       =======

(1)      Interest income on impaired loans was recognized on a cash basis       

Non-performing assets consist of non-accrual loans, non-accrual tax             
certificates, REO and repossessed assets. Non-accrual loans are loans on which  
interest recognition has been suspended because of doubts as to the borrower's  
ability to repay principal or interest. Non-accrual tax certificates are tax    
deeds or securities in which interest recognition has been suspended due to the 
aging of the certificate or deed.                                               

Non-performing assets were (in thousands):                                      

                                                                    December 31,
                                                                    2000
                                                                    ------------
       Non-accrual - tax certificates                               $  2,491
       Non-accrual -- loans, net of specific allowances               18,106
       Real estate owned, net of allowance                             4,499
       Other repossessed assets                                        1,742
                                                                    --------
                 Total non-performing assets                        $ 26,838
                                                                    ========

Other potential problem loans (in thousands):                                   

                                                                    December 31,
                                                                    2000
                                                                    ------------
Loan contractually past due 90 days or more and still         
       accruing                                                     $  7,086
       Performing impaired loans, net of specific allowances          15,001
       Restructured loans                                                 --
       Delinquent residential loans purchased                          5,389
                                                                    --------
       Total potential problem loans                                $ 27,476
                                                                    ========

Other potential problem loans consist of loans contractually past due 90 days or
more and still accruing, restructured loans, performing impaired loans and      
delinquent residential loans. Loans contractually past due 90 days or more      
represent loans that have matured and the borrower continues to make the        
payments under the matured loan agreement. BankAtlantic is in the process of    
renewing or extending these matured loans. Restructured loans are loans in which
the original terms were modified granting the borrower loan concessions due to  
financial difficulties. The purchased discount on the delinquent purchased loans
was $442,000 at December 31, 2000.                                              

68

10-K405
69th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 69th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreclosed Asset Activity in non-interest expense for the year ended December   
31, 2000 consisted of (in thousands):                                           

Real estate acquired in settlement of loans and tax certificates:               

         Operating expenses, net                                        $    186
         Provisions for losses on REO                                        134
         Net losses on sales                                                 107
                                                                        --------
                   Total loss                                           $    427
                                                                        ========

Activity in the allowance for real estate owned for the year ended December 31, 
2000 consisted of (in thousands):                                               

Balance, beginning of period resulting from                   
          consolidation of BBC                                        $    310
Charge-offs:                                                  
           Residential real estate                                         (134)
                                                                      --------
                                                                           (134)
          Provision for losses on REO                                      134
                                                                      --------
        Balance, end of period                                        $    310
                                                                      ========

Accrued interest receivable consisted of (in thousands):                        

                                                                    December 31,
                                                                    2000
                                                                    ------------
      Loans receivable                                             $22,824
      Investment securities and certificates                        10,645
      Interest rate swaps                                            5,356
      Securities available for sale                                  5,221
                                                                   -------
                                                                   $44,046
                                                                   =======

5. RESTRUCTURING CHARGES, IMPAIRMENT WRITE-DOWNS AND DISCONTINUED OPERATIONS    

RESTRUCTURING CHARGES AND WRITE-DOWNS:                                          

During December 2000, BBC adopted a plan to terminate its ATM relationships with
Wal*Mart and K-Mart resulting in a $2.1 million restructuring charge and a      
$509,000 impairment write-down. The above relationships did not meet BBC's      
strategic goals or required investment returns. The remaining ATM network       
(approximately 350 machines) is in proprietary locations in markets served by   
the BankAtlantic branch network and in highly attractive cruise ship and Native 
American reservation gaming markets. The restructuring plan is scheduled to be  
completed during the second quarter of 2001.                                    

Restructuring charges at December 31, 2000 included in other liabilities,       
consisted of (in thousands):                                                    

       Lease contract termination costs                              $ 1,768
       De-installation costs                                             305
       Other                                                              74
                                                                     -------
            Total restructuring charge                               $ 2,147
                                                                     =======

DISCONTINUED OPERATIONS:                                                        

At December 31, 1998, the BBC Board of Directors adopted a formal plan to       
dispose of its mortgage servicing business ("MSB") operations. BBC concluded    
that this business line no longer met BBC's standards for profitability. The    
exit plan was substantially completed during the year ended December 31, 1999   
following the sale of its servicing portfolio in July 1999.                     

69

10-K405
70th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 70th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2000, BBC recognized a $669,000 gain, net of 
taxes from discontinued operations. The gain primarily resulted from higher than
projected gain on the sale of a building used by the mortgage servicing unit.   

6. OFFICE PROPERTIES AND EQUIPMENT                                              

Office properties and equipment was comprised of (in thousands):                

                                                    December 31,
                                                   -------------------
                                                     2000         1999
                                                     --------     --------
      Land                                           $ 15,102     $     --
      Buildings and improvements                       45,927           --
      Furniture and equipment                          39,726          154
                                                     --------     --------
                Total                                 100,755          154
      Less accumulated depreciation                    40,794           64
                                                     --------     --------
      Office properties and equipment - net          $ 59,961     $     90
                                                     ========     ========

7.  DEPOSITS                                                                    

The weighted average nominal interest rate payable on deposit accounts at       
December 31, 2000 was 4.62%. The stated rates and balances at which BankAtlantic
paid interest on deposits were (dollars in thousands):                          

                                                                [Download Table]


                                                               December 31,     
                                                                   2000         
                                                          ----------------------
                                                            Amount       Percent
                                                          ----------     -------
                                                                                
Interest free checking                                    $  245,320      10.98%
Insured money fund savings                                                      
   5.38% at December 31, 2000                                539,355      24.14 
NOW accounts                                                                    
  0.70% at December 31, 2000                                 199,589       8.93 
Savings accounts                                                                
  1.20% at December 31, 2000                                  90,989       4.07 
                                                          ----------     ------ 
Total non-certificate accounts                             1,075,253      48.12 
                                                          ----------     ------ 
Certificate accounts:                                                           
  0.00% to 4.00%                                              32,785       1.47 
  4.01% to 5.00%                                              68,837       3.08 
  5.01% to 6.00%                                             144,341       6.46 
  6.01% to 7.00%                                             812,250      36.35 
  7.01% and greater                                           92,144       4.12 
                                                          ----------     ------ 
Total certificate accounts                                 1,150,357      51.48 
                                                          ----------     ------ 
Total deposit accounts                                     2,225,610      99.60 
                                                          ----------     ------ 
Interest earned not credited to deposit accounts               8,875       0.40 
                                                          ----------     ------ 
Total                                                     $2,234,485     100.00%
                                                          ==========     ====== 


Interest expense by deposit category for the year ended December 31, 2000 was   
(in thousands):                                                                 

     Money fund savings and NOW accounts                      $   26,156
     Savings accounts                                              1,267
     Certificate accounts -- below $100,000                       40,394
     Certificate accounts, $100,000 and above                     24,246
      Less early withdrawal penalty                                  (340)
                                                              ----------
                    Total                                     $   91,723
                                                              ==========

70

10-K405
71st Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 71st
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At December 31, 2000, the amounts of scheduled maturities of certificate        
accounts were (in thousands):                                                   

                                                        [Enlarge/Download Table]


                                           YEAR ENDED DECEMBER 31,                           
                   --------------------------------------------------------------------------
                     2001          2002         2003        2004         2005      THEREAFTER
                   --------      --------      -------      ------      -------    --------- 
                                                                                             
0.00% to 4.00%     $ 29,927      $  2,129      $   238      $  405      $    86      $    -- 
4.01% to 5.00%       58,552         5,502        2,247       1,641          892            3 
5.01% to 6.00%      119,436        10,713       11,105       1,801        1,168          118 
6.01% to 7.00%      568,624       219,526        7,724       3,285        3,072       10,019 
7.01% and greater    66,226         4,195          500         325       10,898       10,000 
                   --------      --------      -------      ------      -------      ------- 
          Total    $842,765      $242,065      $21,814      $7,457      $16,116      $20,140 
                   ========      ========      =======      ======      =======      ======= 

Time deposits of $100,000 and over had the following maturities at December 31, 
2000 (in thousands):                                                            

3 months or less                    $  89,858                 
4 to 6 months                          69,769                 
7 to 12 months                        133,844                 
More than 12 months                   138,012                 
                    ----------
Total                     $ 431,483       
                    ==========

Included in certificate accounts at December 31, 2000 was:                      

Brokered deposits                  $   31,182                 
Public deposits                        92,914                 
                     ---------
Total institutional deposits     $  124,096               
                     =========

Ryan Beck acted as principal dealer in obtaining $31.2 million of the brokered  
deposits outstanding as of December 31, 2000. BankAtlantic has various          
relationships for obtaining brokered deposits. These relationships are          
considered as an alternative source of borrowings, when and if needed.          

8. ADVANCES FROM FEDERAL HOME LOAN BANK AND FEDERAL FUNDS PURCHASED             

Advances from Federal Home Loan Bank ("FHLB") (in thousands):                   

                                                        [Enlarge/Download Table]


        REPAYABLE DURING YEAR                                                  DECEMBER 31,  
         ENDING DECEMBER 31,            YEAR CALLABLE     INTEREST RATE           2000       
--------------------------------------  ---------------  -----------------  -----------------
                                                                                             
2000                                                      5.00% to 7.00%                  -- 
2001                                                      6.29% to 7.09%              37,778 
2002                                                      5.73% to 7.18%              66,468 
2003                                                      5.88% to 7.25%              84,555 
                                                                            -----------------
Total fixed rate advances                                                            188,801 
                                                                            -----------------

2002                                         2000         5.68% to 6.20%                  -- 
2003                                         2001             5.39%                   25,000 
2004                                         2000             5.29%                       -- 
2005                                         2001         6.09% to 6.15%              75,000 
2006                                         2002             5.68%                   25,000 
2008                                         2001             5.18%                   25,000 
2008                                         2003         4.87% to 5.67%             465,000 
2010                                         2002             5.84%                   30,000 
                                                                            -----------------
Total callable fixed rate advances                                                   645,000 
                                                                            -----------------

2000                                                      6.44% to 6.48%                  -- 
2001                                                      6.60% to 6.78%             205,000 
                                                                            -----------------
Total adjustable rate advances                                                       205,000 
                                                                            -----------------
Total FHLB advances                                                          $     1,038,801 
                                                                            =================

71

10-K405
72nd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 72nd
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Included in fixed rate advances at December 31, 2000 were no overnight advances.
Callable advances give the FHLB the option to reprice the advance, at a specific
future date. Upon the FHLB's exercising its call option, BankAtlantic has the   
option to convert to a three month LIBOR-based floating rate advance, payoff the
advance or convert to a fixed rate advance. BankAtlantic has established a      
blanket floating lien with the FHLB against its residential loans. At December  
31, 2000, $1.3 billion of 1-4 family residential loans were pledged against FHLB
advances. In addition, FHLB stock is pledged as collateral for outstanding FHLB 
advances. BankAtlantic's line of credit with the FHLB is limited to 30% of      
assets, subject to available collateral, with a maximum term of 10 years at     
December 31, 2000. On December 31, 2000, BankAtlantic pledged $208.6 million of 
consumer loans to the Federal Reserve Bank of Atlanta ("FRB") as collateral for 
potential advances of $166.9 million. The FRB line of credit has not been       
utilized by BBC.                                                                

FEDERAL FUNDS PURCHASED:                                                        

BankAtlantic established $60.0 million of lines of credit with other banking    
institutions for the purchase of federal funds. The following table provides    
information on federal funds purchased at December 31, 2000 (dollars in         
thousands).                                                                     

Ending balance                                   $ 9,700      
Maximum outstanding at any month end             $21,500      
Average amount invested during period            $12,300      
Average yield cost during period                    6.57%     

9.  SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE                              

Securities sold under agreements to repurchase at December 31, 2000 are         
summarized below (in thousands)                                                 

Agreements to repurchase the same security            $532,172
Customer repurchase agreements                         127,330
                                                      --------
          Total                                       $659,502
                                                      ========

Securities sold under agreements to repurchase is a transaction whereby BBC     
sells a portion of the current investment portfolio (usually MBS's and REMIC's) 
at a negotiated rate and agree to repurchase the same assets on a specific date.
Repurchase agreements are then issued to institutions and to our customers.     
These transactions are collateralized by the investment portfolio. Customer     
repurchase agreements are not insured by the FDIC.                              

The following table provides information on the agreements to repurchase for the
year ended December 31, 2000 (dollars in thousands):                            

   Maximum borrowing at any month-end within the period     $686,586
   Average borrowing during the period                      $550,850
    Average interest cost during the period                      5.27%
    Average interest cost at end of the period                   6.40%

The following table lists the amortized cost and estimated fair value of        
securities sold under repurchase agreements, and the repurchase liability       
associated with such transactions (dollars in thousands):                       

                                                                [Download Table]


                                                                 WEIGHTED  
                                         ESTIMATED               AVERAGE   
                            AMORTIZED     FAIR      REPURCHASE   INTEREST  
                               COST       VALUE      BALANCE        RATE   
                            ----------  ----------  -----------   ---------
                                                                           
DECEMBER 31, 2000 (1)                                                      
Mortgage-backed securities   $264,612     $268,070    $252,140        6.55%
REMIC                         423,565      415,448     407,362        6.16 
                             --------     --------    --------      ------ 
          Total              $688,177     $683,518    $659,502        6.40%
                             ========     ========    ========      ====== 

    (1)    At December 31, 2000 these securities are classified as
        available for sale and recorded at fair value in the
   consolidated statements of financial condition.

72

10-K405
73rd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 73rd
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Repurchase agreements at December 31, 2000 matured and were repaid in February  
2001. These securities were held by unrelated broker dealers.                   

10. SUBORDINATED DEBENTURES AND OTHER DEBT, OTHER LIABILITIES AND TRUST         
PREFERRED SECURITIES                                                    

The Company had the following subordinated debentures, Trust Preferred          
Securities and notes and bonds payable outstanding (in thousands):              

                                                        [Enlarge/Download Table]


                                                                                                                  BEGINNING   
                                          DECEMBER 31,                                                            OPTIONAL    
                            ISSUE     ---------------------   INTEREST        MATURITY   CONVERSION  CLASS OF    REDEMPTION   
                            DATE         2000       1999        RATE            DATE       PRICE      STOCK         DATE      
                          ----------  ----------  ---------  -----------     ------------ ---------  ---------  --------------
                                                                                                                              
BBC BORROWINGS                                                                                                                

9% Debentures             09/22/95    $  21,000   $     --      9.00      %    10/01/2005     N/A        N/A       10/01/1998 
6 3/4% Debentures (1)     07/03/96       51,118         --      6.75      %    07/01/2006     5.70        A        07/01/1999 
5 5/8% Debentures (1)     11/25/97       46,103         --      5.63      %    12/01/2007    11.25        A        12/01/2000 
Investment Notes (2)       Various       34,790         --   10.00-11.75  %     2002 (2)      N/A        N/A           N/A    
Bank line of credit       05/23/00       19,964         --   Prime -.50   %    05/23/2003     N/A        N/A           N/A    
Brokerage margin account  08/18/00        1,131         --      7.63      %       N/A         N/A        N/A           N/A    
                                      ----------  ---------                                                                   
 TOTAL BBC BORROWINGS                   174,106         --                                                                    
                                      ----------  ---------                                                                   
REAL ESTATE BORROWINGS                                                                                                        

Acquisition Note          09/15/00       14,000         --   Prime+1/2    %    09/01/2005     N/A        N/A           N/A    
Working Capital           09/15/00        3,000         --    Prime+1     %    09/15/2003     N/A        N/A           N/A    
Acquisition and                                                                                                               
   Development Notes       Various       29,015         --    Various     %      Various      N/A        N/A           N/A    
Development Bond          03/31/00        1,052         --      8.50      %    01/01/2021     N/A        N/A           N/A    
Line of credit (3)         Various        4,080      8,080    Prime+1            Various      N/A        N/A           N/A    
Mortgage payables (4)      Various        9,892     10,173    Various            Various      N/A        N/A           N/A    
Notes payable              7/15/98        3,185         --   Prime +1.5   %    07/15/2003     N/A        N/A           N/A    
                                      ----------  ---------                                                                   
 TOTAL REAL ESTATE                       64,224     18,253                                                                    
BORROWINGS                                                                                                                    
                                      ----------  ---------                                                                   
  TOTAL BORROWINGS                    $ 238,330   $ 18,253                                                                    
                                      ==========  =========                                                                   
Trust Preferred                                                                                                               
Securities                04/24/97    $  74,750   $      --     9.50      %    06/30/2027     N/A        N/A       06/30/2002 
                                      ==========  =========                                                                   


-------------------------------                                       

 (1)  Convertible at the option of the holder into shares of BBC Class A
common stock.                                               

(2)  Extendable at BBC's option until 2003.                           

     (3)  At December 31, 1999, BFC had a revolving line of credit in the amount
          of $8.08 million requiring only interest payments at prime plus 1% and
       a maturity date of May 2000, an extension was granted until January
          2001. In January 2001, this note was restructured to provide for draws
         for specific purposes with maturity dates of either six months or one
          year from the date of the draw depending on the defined purpose of the
        draw. The total amount may not exceed $8.0 million and requires only
        interest payments at prime plus 1% until maturity. In the aggregate,
       approximately 25% of the shares of common stock of BBC owned by BFC
are pledged as collateral.                                  

 (4)  The majority of BFC's marketable securities, mortgage receivables,
         real estate held for development and sale and investment real estate,
       net are as to real estate and marketable securities, encumbered by,
        or, as to mortgages receivable, subordinate to mortgages payable and
other debt                                                  

Included in others assets at December 31, 2000 was $5.3 million of unamortized  
underwriting discounts and costs associated with the issuance of subordinated   
debentures and other debt.                                                      

73

10-K405
74th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 74th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ANNUAL MATURITIES OF SUBORDINATED DEBENTURES AND OTHER DEBT (IN THOUSANDS):     

YEAR ENDED                                            
DECEMBER 31,              AMOUNT                        
--------------------     ---------------                      
2001                 $     8,104                
2002                      46,487                
2003                      32,537                
2004                       1,828                
2005                      24,044                
Thereafter                  125,330                   
   ---------------
     $   238,330
   ===============

RETIREMENT OF DEBT:                                                             

During the year ended December 31, 2000, BBC repurchased $53.8 million aggregate
principal amount of the BBC's 5-5/8% Debentures and recognized a $7.9 million   
(net of income tax) extraordinary gain in conjunction with these purchases.     

In September 1999, the Company redeemed all of its outstanding Subordinated     
Debentures by paying approximately $3.6 million to a Trustee, representing the  
principal balance of approximately $1.4 million and the payment of accrued      
interest of $2.2 million. The Company recognized an extraordinary loss from     
extinguishment of debt, net of income tax benefit of approximately $179,000 due 
to the write-off of the subordinated debentures valuation discount and other    
related costs.                                                                  

OTHER LIABILITIES                                                               

Included in other liabilities at December 31, 2000 and 1999 is approximately    
$5.0 million and $5.1 million, respectively, representing amounts due in        
connection with the settlement of class action litigation that arose in         
connection with exchange transactions that the Company entered into in 1989 and 
1991.                                                                           

Initially, the amount that was to be paid under these settlements was not       
determined with certainty because the amount of the settlement depended upon    
whether the class member still owned the debenture issued to them in the        
exchange transaction ("Class Members Still Owning Debentures") or whether the   
class member sold the debenture transferred to them in the exchange transaction 
("Class Members No Longer Owning Debentures"). The determination of which group 
a debenture holder fell into was complicated by the fact that when a transfer of
ownership occurs, the transfer may not have been a bona fide sale transaction   
(i.e., involved a transfer to street name or to a family member). If a debenture
is held by a Class Member Still Owning Debentures, the amount of gain recognized
on that debenture is greater because the debenture and any related accrued      
interest was removed from the books whereas if the debenture was sold to a non  
class member, a settlement payment is made to the Class Member No Longer Owning 
the Debenture and the debenture and all related accrued interest remained on the
books in the name of the current holder of the debenture. When the settlements  
were recorded, the gain recorded was based upon the determination that if the   
debenture had been transferred since issue, the debenture was classified in the 
group of Class Members No Longer Owning Debentures. As debentures were presented
for payment, if a determination was made that the debenture belonged in the     
group of Class Members Still Owning Debentures, an adjustment was made and      
additional gain was recognized. Extraordinary gains, net of income taxes of     
approximately $292,000 was recognized for the year ended December 31, 1999,     
based upon claims made and paid pursuant to the settlements of litigation       
relating to Class Members No Longer Owning Debentures (as defined).             

BBC REVOLVING CREDIT FACILITY:                                                  

On August 24, 2000, BBC closed on a revolving credit facility of $20 million    
from an independent financial institution. The credit facility contains         
customary covenants including financial covenants relating to regulatory capital
and maintenance of certain loan loss reserves and is secured by all of the      
common stock of BankAtlantic. BBC was in compliance with all loan covenants at  
December 31, 2000.                                                              

BBC INVESTMENT NOTES AND MARGIN DEBT:                                           

In January 2000, BBC filed a registration statement for up to $150 million of   

74

10-K405
75th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 75th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

its subordinated investment notes. BBC currently anticipates that no more than  
$50 million of investment notes will be outstanding at any time. No minimum     
amount of investment notes must be sold and BBC may terminate the offering at   
any time. The interest rate and maturity date are fixed upon issuance. BBC may  
elect at any time prior to maturity to automatically extend the maturity date of
the investment notes for an additional one year. The investment notes are       
subordinated to all existing and future senior indebtedness.                    

From time to time, the Company borrows funds under a margin account with an     
unrelated broker/dealer. The terms of this account are ordinary and customary   
for such accounts.                                                              

BBC TRUST PREFERRED SECURITIES:                                                 

BBC Capital Trust I ("BBC Capital ") is a statutory business trust which was    
formed for the purpose of issuing 9 1/2% Cumulative Trust Preferred Securities  
("Trust Preferred Securities") and investing the proceeds thereof in Junior     
Subordinated Debentures of BBC. BBC Capital issued 2.99 million shares of Trust 
Preferred Securities at a price of $25 per share in April 1997 for $74.75       
million. BBC Capital used these proceeds and $2.3 million of contributed capital
from BBC to purchase $77.1 million of 9 1/2% Junior Subordinated Debentures from
BBC which mature on June 30, 2027. The net proceeds to BBC from the sale of the 
Junior Subordinated Debentures were $71.8 million after deduction of the        
underwriting discount and expenses. At December 31, 2000 and 1999, the amount of
outstanding Trust Preferred Securities was $74.75 million. Interest on the      
Junior Subordinated Debentures and Distributions on the Trust Preferred         
Securities are fixed at 9 1/2% per annum and are payable quarterly in arrears.  
Distributions on the Trust Preferred Securities are cumulative and based upon   
the liquidation value of $25 per Trust Preferred Security. BBC has the right, at
any time, so long as there are no continuing events of default to defer payments
of interest on the Junior Subordinated Debentures for a period not exceeding 20 
consecutive quarters; but beyond the stated maturity of the Junior Subordinated 
Debentures. To date no interest has been deferred. The Trust Preferred          
Securities are subject to mandatory redemption, in whole or in part, upon       
repayment of the Junior Subordinated Debentures at maturity or their earlier    
redemption. BBC has the right to redeem the Junior Subordinated Debentures after
June 30, 2002 and also has the right to redeem the Junior Subordinated          
Debentures in whole (but not in part) within 180 days following certain events, 
as defined, whether occurring before or after June 30, 2002, and therefore cause
a mandatory redemption of the Preferred Securities. The exercise of such right  
is subject to BBC having received regulatory approval to do so if then required 
under applicable capital guidelines or regulatory policies. In addition, BBC has
the right, at any time, to shorten the maturity of the Junior Subordinated      
Debentures to a date not earlier than June 30, 2002. Exercise of this right is  
also subject to BBC having received regulatory approval to do so if then        
required under applicable capital guidelines or regulatory policies.            

INDENTURES                                                                      

The indenture relating to the Trust Preferred Securities ("Trust Preferred      
Securities") and all of the Debenture indentures contain certain customary      
covenants found in Indentures under the Trust Indenture Act, including covenants
with respect to the payment of principal and interest, maintenance of an office 
or agency for administering the Debentures, holding of funds for payments on the
Debentures in Trust, payment by BBC of taxes and other claims, maintenance by   
BBC of its properties and its corporate existence and delivery of annual        
certifications to the Trustee.                                                  

The indentures relating to BBC's 9% and 6 3/4% Debentures provide that BBC      
cannot declare or pay dividends on, or purchase, redeem or acquire for value    
BBC's capital stock, return any capital to holders of capital stock as such, or 
make any distributions of assets to holders of capital stock as such, unless,   
from and after the date of any such dividend declaration purchase, redemption,  
payment or distribution BBC retains cash, cash equivalents or marketable        
securities sufficient to cover the two consecutive semi-annual interest payments
that will be next due and payable. BBC is in compliance with this requirement.  

During the years ended December 31, 2000 and 1999, BBC issued 5,965 and 5,263   
shares of Class A common stock, respectively, upon the conversion of $34,000 and
$30,000 in principal amount of BBC's 6 3/4% Debentures at a conversion price of 
$5.70.                                                                          

LEVITT CORPORATION                                                              

Levitt Corporation's acquisition and development loan obligations are secured by
land acquisitions, construction and development of various adult communities    
located in Florida. The unused commitments on these various mortgage obligations

75

10-K405
76th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 76th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

were $26.9 million at December 31, 2000. The fixed rate loans total $11.2       
million and have interest rates ranging from 5.88% to 8.00% and maturity dates  
ranging from April 2002 to May 2007. The variable rate loans total $17.8 million
and are indexed to the prime rate of interest with maturity dates ranging from  
June 2001 to September 2005.                                                    

Levitt Corporation borrowed $15 million from an unaffiliated financial          
institution to finance the purchase of Levitt and Sons. The obligation is       
secured by the stock of Levitt and Sons and covenants in the loan agreement that
prohibit the payment of dividends or other advances by Levitt Corporation to    
BankAtlantic. There is currently $14 million outstanding on this loan.          

RYAN BECK                                                                       

At December 31, 2000, Ryan Beck had a line of credit facility with an unrelated 
financial institution in the amount of $10 million with an interest rate of     
LIBOR plus one percent. The line expires on June 28, 2001 and is secured by     
certificates of deposit ("CDs") from Ryan Beck's certificate of deposit         
wholesale business. There were no amounts outstanding under this agreement at   
December 31, 2000.                                                              

11.  INVESTMENT IN BBC, AND BBC'S EQUITY TRANSACTIONS                           

On August 17, 2000, BBC's Class A and Class B shareholders approved a           
transaction which resulted in the redemption and retirement of all publicly held
shares of Class B Common Stock at a price of $6.00 per share that had the effect
of converting the Company's 4,876,124 shares of BBC Class B Common Stock into   
one share of BBC Class B Common Stock with an equivalent economic value.        
Pursuant to the transaction, BBC paid $33.2 million (including $1.5 million of  
transaction expenses) to retire 5,275,752 shares of Class B Common Stock. As a  
result of the transaction, BFC became the sole holder of all BBC Class B Common 
Stock. The Class B Common Stock held by BFC represents 100% of the voting rights
of BBC. The following table reflects BFC's percentage ownership in BBC:         

                 CLASS A       CLASS B
                               COMMON         COMMON         TOTAL
                                   STOCK         STOCK       OUTSTANDING
                                   -----         -----       -----------
  December 31, 2000             26.2%          100%          36.0%
  December 31, 1999             26.1%         47.5%          31.3%
  December 31, 1998             25.1%         47.1%          31.3%

In 2000 BBC accounts are consolidated in the Company's financial statements.    
Prior to 2000, BBC was carried using the equity method and prior year amounts   
have not been restated as a result of the consolidation.                        

The acquisition of BBC was accounted for as a purchase and accordingly, the     
assets and liabilities acquired were revalued to reflect market values at the   
dates of acquisition. The discounts and premiums arising as a result of such    
revaluation were generally being accreted or amortized (i.e. added into income  
or deducted from income), net of tax, using the level yield or interest method  
over the remaining life of the assets and liabilities. The net impact of such   
accretion, amortization and other purchase accounting adjustments was to        
increase consolidated net earnings during the year ended December 31, 2000, 1999
and 1998 by approximately $149,000, $658,000 and $741,000, respectively.        

Excess cost over fair value of net assets acquired at December 31, 1999 was     
approximately $331,000 and none at December 31, 2000. Excess cost over fair     
value of net assets acquired at December 31, 1999 is included in the investment 
in BBC in the accompanying statement of financial condition.                    

The payment of dividends by BBC is subject to declaration by BBC's Board of     
Directors and compliance with applicable indenture covenants and will depend    
upon, among other things, the results of operations, financial condition and    
cash requirements of BBC and the ability of BankAtlantic to pay dividends or    
otherwise advance funds to BBC, which in turn is subject to OTS regulation and  
is based upon BankAtlantic's regulatory capital levels and net income.          
BankAtlantic meets the definition as a "well capitalized" institution; however, 
BankAtlantic's capital distribution exceeds net income for the prior two years  
and therefore it must file a capital distribution application with the OTS prior
to making distributions to BBC. Currently, BBC pays a quarterly dividend of     
$0.0253 and $0.023 per share for Class A and Class B Common Stock, respectively.

The following are additional equity transactions of BBC that impact or could    
impact the Company's ownership percentage of BBC and minority interest          

76

10-K405
77th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 77th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BBC'S RETIREMENT OF PUBLIC CLASS B COMMON STOCK:                                

Outstanding options to purchase BBC's Class A Common Stock remained exercisable 
for the same number of shares of Class A Common Stock of BBC of the surviving   
corporation at the same exercise price and upon the same terms as in effect     
before the corporate transaction. Likewise, BBC's 6-3/4% Convertible            
Subordinated Debentures due 2006 and 5-5/8% Convertible Subordinated Debentures 
due 2007 remained convertible into the same number of shares of Class A Common  
Stock of BBC at the same conversion price and upon the same terms as in effect  
before the corporate transaction.                                               

The redemption and retirement of all publicly held outstanding shares of BBC    
Class B Common Stock resulted in compensation expense of $1.3 million for the   
year ended December 31, 2000. The compensation charge resulted from retirement  
of shares of Class B Common Stock in the corporate transaction from holders who 
received these shares upon exercise of options to acquire BBC Class B Common    
Stock within six months of the date of retirement.                              

RYAN BECK RESTRICTED STOCK INCENTIVE PLAN AND RETENTION POOL:                   

BBC in December 1998 adopted a Restricted Stock Incentive Plan ("BankAtlantic   
Bancorp-Ryan Beck Restricted Stock Incentive Plan") to provide additional       
incentives to officers and key employees of its subsidiary, Ryan Beck. The Plan 
provided up to 862,500 Class A common shares of restricted stock, of which not  
more than 287,500 shares may be granted to any one person. The Plan allows BBC's
Board of Directors to impose an annual cap on awards.                           

BBC's Board granted 0, 127,002 and 103,214 shares of restricted Class A common  
stock under this plan to key employees of Ryan Beck in 2000, 1999 and 1998,     
respectively. The fair value of the awards was recorded as compensation expense 
over the vesting period.                                                        

In connection with the acquisition of Ryan Beck in June 1998, BBC established a 
retention pool covering certain key officers of Ryan Beck, under which 785,866  
shares of restricted Class A common stock were issued to key employees. The     
retention pool was valued at $8.1 million at the acquisition date, and the      
shares vest four years from the date of acquisition and are treated as          
compensation expense. In January 2000, each participant in the retention pool   
was provided the opportunity to exchange the restricted shares that were        
allocated to such participant for a cash-based deferred compensation award in an
amount equal to the aggregate value at the date of Ryan Beck acquisition. The   
deferred compensation awards were granted under the BankAtlantic Bancorp, Inc., 
Deferred Compensation Plan ("Plan"). The purpose of the plan was to provide     
employees of Ryan Beck with a cash-based deferred compensation plan in exchange 
for their interest in the restricted Class A common stock issued upon the       
establishment of the retention pool. On March 1, 2000, 749,533 shares of Class A
restricted common stock out of the 755,474 shares of restricted common stock    
outstanding were retired in exchange for the establishment of interests in the  
new plan in the aggregate amount of $7.8 million. BBC may at its option         
terminate the Plan at any time without the consent of the participants or       
stockholders and distribute to the participants the amount credited to their    
deferred account (in whole or in part). The participant's account will be       
settled by BBC in cash on the vesting date (June 28, 2002) except BBC can elect 
to defer payment of up to 50% of a participant's interest in the plan for up to 
one year following the vesting date. If BBC elects to exercise its rights to    
defer 50% of the cash payment, BBC will issue a note bearing interest at prime  
plus 1%. Included in the Company's Statement of Financial Condition in other    
liabilities was a $4.8 million obligation associated with the Plan. Included in 
the Statement of Operations during December 31, 2000, 1999 and 1998 was $1.9    
million, $1.9 million and $1.0 million, respectively, of compensation expense   
associated with the Plan.                                                       

BBC'S STOCK REPURCHASES:                                                        

In March 1998, BBC's Board of Directors announced a plan to purchase up to 2.3  
million shares of common stock and in July 1999, BBC's Board approved a plan to 
purchase up to an additional 3.5 million shares of common stock.                

77

10-K405
78th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 78th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BBC repurchased and retired the following shares pursuant to the above announced
purchase plans (in thousands except share data):                                

                                                                [Download Table]

                                              FOR THE YEAR ENDED DECEMBER 31,     
                                        ------------------------------------------
                                           2000             1999            1998  
                                        ----------      ----------      ----------
                                                                                  
Class A shares purchased                        --       1,149,655              --
Class B shares purchased                   736,000         221,375         769,500
Amount paid to purchase Class A shares  $       --      $    8,394      $       --
Amount paid to purchase Class B shares  $    4,363      $    1,564      $   10,860


BBC STOCK OPTION PLANS:                                                         

                                                        [Enlarge/Download Table]

                                         MAXIMUM          SHARES      CLASS OF       VESTING          TYPE OF   
                                         TERM (3)       AUTHORIZED      STOCK      REQUIREMENTS     OPTIONS (5) 
                                       -------------------------------------------------------------------------
                                                                                                                
1996 Stock Option Plan                   10 years        2,246,094        A        5 Years (1)        ISO, NQ   
1998 Ryan Beck Option Plan               10 years          362,417        A            (4)            ISO, NQ   
1998 Stock Option Plan                   10 years          920,000        A        5 Years (1)        ISO, NQ   
1999 Non-qualifying Stock Option Plan    10 years          862,500        A            (2)              NQ      
1999 Stock Option Plan                   10 years          862,500        A            (2)            ISO, NQ   
2000 Non-qualifying Stock Option Plan    10 years        1,704,148        A        immediately          NQ      


----------                                                    

(1)  All director stock options vest immediately.             
    (2)  Options vest at the discretion of the compensation committee.
(3)  All outstanding options could be exercised 10 years after
their grant date.                                   
(4)  Upon acquisition of Ryan Beck, BBC assumed all options   
        outstanding under Ryan Beck's existing stock option plans at
         various exercise prices based upon the exercise prices of the
        assumed option. No new options will be issued under the 1998
      Ryan Beck option plan and the plan will terminate when the
        outstanding options expire. The value of such options at the
  acquisition date was included in the cost of Ryan Beck
   acquisition and credited to additional paid-in-capital.
(5)  ISO - Incentive Stock Option                             
NQ - Non-qualifying Stock Option                    

In August 2000, BBC's Class B Common Stock shareholder approved the BankAtlantic
Bancorp 2000 non-qualifying stock option plan which authorized the issuance of  
options to acquire up to 1,704,148 shares of BBC Class A Common Stock. The plan 
was established pursuant to the corporate transaction in order to exchange      
options to acquire BBC Class B Common Stock that was converted in the           
transaction into options to acquire BBC Class A Common Stock. All outstanding   
options to acquire BBC Class B Common Stock were exchanged for 1,704,148        
non-qualifying options to acquire BBC Class A Common Stock at an exercise price 
ranging from $2.26 to $2.32, based upon the exercise price of the relevant BBC  
Class B option. The options issued had the same intrinsic value as BBC Class B  
options canceled and had substantially the same terms and conditions as the     
former options to purchase shares of BBC Class B Common Stock, including vesting
and term. The 1994 option plan for the issuance of options to acquire BBC Class 
B Common Stock was terminated.                                                  

On December 14, 1998, BBC's Compensation Committee approved an exchange program 
whereby stock options held by employees other than executive management and     
members of the Board of Directors of BBC could be surrendered for cancellation  
and exchanged for new options with an exercise price equal to the fair market   
value for BBC Class A common stock at December 14, 1998. As a result of the     
exchange, options to purchase 685,288 shares of BBC Class A common stock issued 
pursuant to the 1996 and 1998 stock options plans with an exercise price of     
$6.89 and $8.26, respectively were exchanged for options with the same terms    
except the exercise price was reduced to $5.65. Also on December 14, 1998,      
185,521 of options to purchase Class A common stock issued pursuant to RBCO     
stock option plans with various exercise prices greater than $5.65 were         
exchanged for similar options with a $5.65 exercise price.                      

78

10-K405
79th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 79th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of BBC's stock option activity segregated by class of stock was:      

                                                                [Download Table]

                                                             CLASS A      CLASS B   
                                                           OUTSTANDING  OUTSTANDING 
                                                             OPTIONS       OPTIONS  
                                                           -----------  ----------- 
                                                                                    
Outstanding December 31, 1997                               1,859,128     2,432,879 
Options issued in connection with the acquisition of RBCO     362,417            -- 
Exercised                                                     (21,127)     (508,317)
Forfeited                                                  (1,202,090)      (38,981)
Issued                                                      1,515,303            -- 
                                                           ----------    ---------- 
Outstanding December 31, 1998                               2,513,631     1,885,581 
Exercised                                                     (51,997)     (118,420)
Forfeited                                                    (408,052)       (7,693)
Issued                                                      1,534,754            -- 
                                                           ----------    ---------- 
Outstanding December 31, 1999                               3,588,336     1,759,468 
Issued in connection with corporate transaction             1,704,148            -- 
Canceled in connection with corporate transaction                  --    (1,136,108)
Exercised                                                     (16,456)     (623,360)
Forfeited                                                    (145,642)           -- 
Issued                                                        360,000            -- 
                                                           ----------    ---------- 
Outstanding at December 31, 2000                            5,490,386            -- 
                                                           ==========    ========== 
Available for grant at December 31, 2000                    1,377,693               
                                                           ==========               


                                                        [Enlarge/Download Table]

                                                               FOR THE YEAR ENDED           
                                                                    DECEMBER 31,            
                                                        ------------------------------------
                                                          2000          1999          1998  
                                                        --------      --------      --------
                                                                                            
Weighted average exercise price of options outstanding  $   4.80          5.25          4.90
Weighted average exercise price of options exercised    $   3.40          3.90          2.97
Weight average price of options forfeited               $   6.05          5.92          6.78


With respect to BBC's stock option plan, the adoption of FAS 123 under the fair 
value based method would have increased compensation expense (net of tax) by    
$1.1 million, $1.1 million and $884,000 for the year ended December 31, 2000,   
1999 and 1998, respectively. The Company's net income would have decreased by   
approximately $396,000, $344,000 and $277,000 for the year ended December 31,   
2000, 1999 and 1998, respectively. The option method used to calculate the FAS  
123 compensation adjustment was the Black-Scholes model with the following grant
date fair values and assumptions:                                               

                                                        [Enlarge/Download Table]

                                             WEIGHTED AVERAGE                                 
                     -------------------------------------------------------------------------
          NUMBER OF                                   RISK FREE                       EXPECTED
YEAR OF    OPTIONS   GRANT DATE     EXERCISE          INTEREST       EXPECTED         DIVIDEND
 GRANT     GRANTED   FAIR VALUE       PRICE             RATE        VOLATILITY         YIELD  
-------   --------   ----------     --------          ---------     ----------        --------
                                                                                              
  1998     644,493   $    3.83      $    7.50           5.02%          50.00%           1.03% 
  1999   1,534,754   $    3.39      $    6.28           5.17%          50.00%           1.34% 
  2000     270,000   $    1.78      $    3.84           6.47%          50.00%           2.61% 
  2000      90,000   $    1.70      $    4.05           6.47%          50.00%           2.61% 


BBC's employee turnover factor was 6.00% for officer incentive and              
non-qualifying stock options during the year ended December 31, 2000 and 5.88%  
for incentive and non-qualifying employee stock options for the year ended      
December 31, 1998, respectively. BBC's turnover factor was 6.00% for officer    
incentive and non-qualifying stock options and 25% for non-qualifying employee  
stock options for the year ended December 31, 1999. The expected life for all   
options issued was 7.5 years.                                                   

79

10-K405
80th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 80th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes information about BBC's fixed stock options      
outstanding at December 31, 2000:                                               

                                                        [Enlarge/Download Table]

                                         OPTIONS OUTSTANDING                     OPTIONS EXERCISABLE     
                           ------------------------------------------------  ----------------------------
                                              WEIGHTED-                                                  
                                               AVERAGE           WEIGHTED-                     WEIGHTED- 
CLASS OF      RANGE OF        NUMBER          REMAINING           AVERAGE        NUMBER         AVERAGE  
 COMMON       EXERCISE      OUTSTANDING      CONTRACTUAL         EXERCISE    EXERCISABLE       EXERCISE  
  STOCK        PRICES       AT 12/31/00          LIFE              PRICE     AT 12/31/00         PRICE   
  -----       --------      -----------      -----------         --------    -----------       --------  
                                                                                                         
    A     $ 2.26 to  4.44    2,067,692        4.8 years          $    2.57    1,691,691       $   2.29   
    A     $ 4.45 to 7.83     3,107,885        6.9 years               5.90      408,544           5.61   
    A     $ 7.84 to 12.23      314,809        6.4 years               8.68       88,984           9.47   
                             ---------        ---------          ---------    ---------       --------   
                             5,490,386        6.1 years          $    4.80    2,189,219       $   3.20   
                             =========        =========          =========    =========       ========   


BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.  INCOME TAXES                                                               

The provision for income taxes consisted of (in thousands):                     

                                                                [Download Table]

                                             2000       1999      1998   
                                           --------   --------  -------- 
                                                                         
Continuing operations provision (benefit)  $ 13,362   $  4,183  $   (368)
Discontinued operations                         361         --        -- 
Extraordinary items                           4,280        110        39 
                                           --------   --------  -------- 
Total provision (benefit)                  $ 18,003   $  4,293  $   (329)
                                           ========   ========  ======== 

Continuing operations:                                                   
Current:                                                                 
  Federal                                  $ 13,483   $     80  $     90 
  State                                         869         --        -- 
                                           --------   --------  -------- 
                                             14,352         80        90 
                                           --------   --------  -------- 
Deferred:                                                                
 Federal                                     (2,098)     3,528      (394)
  State                                       1,108        575       (64)
                                           --------   --------  -------- 
                                               (990)     4,103      (458)
                                           --------   --------  -------- 

Provision  (benefit) for income taxes      $ 13,362   $  4,183  $   (368)
                                           ========   ========  ======== 


A reconciliation from the statutory federal income tax rate of 35% for the years
ended December 31, 2000, 1999 and 1998 to the effective tax rate is as follows  
(in thousands):                                                                 

                                                        [Enlarge/Download Table]

                                                                  2000 (1)   1999(1)    1998(1) 
                                                                 --------   --------   -------- 
                                                                                                
Income tax provision at expected federal income tax rate of 35%  $  8,062   $  4,002   $    (17)
  Increase (decrease) resulting from:                                                           
  Taxes related to subsidiaries not consolidated for income tax                                 
  purpose                                                           3,577         --         -- 
  Tax-exempt interest income                                         (129)        --         -- 
  Provision for state taxes net of federal benefit                    565        374        (42)
  Change in  valuation allowance for deferred tax assets             (800)        --         -- 
  Effect of change in State tax jurisdiction                          926         --         -- 
  Amortization of costs over fair value of net assets acquired      1,300         --         -- 
  Other - net                                                        (139)      (193)      (309)
                                                                 --------   --------   -------- 
          Provision  for income taxes                            $ 13,362   $  4,183   $   (368)
                                                                 ========   ========   ======== 


(1)      Expected tax is computed based upon income (loss) before extraordinary 
items and minority interest.                                  

80

10-K405
81st Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 81st
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The tax effects of temporary differences that give rise to significant          
components of the deferred tax assets and tax liabilities at December 31, 2000, 
1999 and 1998 were (in thousands):                                              

                                                        [Enlarge/Download Table]

                                                                                                 DECEMBER 31,                
                                                                                      -------------------------------------- 
                                                                                        2000           1999           1998   
                                                                                      --------       --------       -------- 
                                                                                                                             
DEFERRED TAX ASSETS                                                                                                          

   Provision for discontinued operations, restructuring charges and write-downs          1,106       $     --       $     -- 
   Allowance for loans, REO, tax certificate losses, investment losses and                                                   
      other reserves for financial statement purposes                                   20,780             --             -- 
   Net operating loss carryforward                                                       6,905          4,352          5,649 
   Real estate held for development and sale capitalized costs for tax purposes                                              
     in excess of amounts capitalized for financial statement purposes                  13,192             --             -- 
   Other                                                                                 4,391            804            541 
                                                                                      --------       --------       -------- 
  Total gross deferred tax assets                                                       46,374          5,156          6,190 
  Less valuation allowance                                                               7,331             --             -- 
                                                                                      --------       --------       -------- 
  Total deferred tax assets                                                             39,043          5,156          6,190 
                                                                                      --------       --------       -------- 
DEFERRED TAX LIABILITIES:                                                                                                    

   Subsidiary not consolidated for income tax purposes                                  24,375         18,265         18,574 
   Tax bad debt reserve in excess of base year reserve                                     819             --             -- 
   Deferred loan income, due to differences in the recognition of loan origination                                           
     fees and discounts                                                                  1,984             --             -- 
   Unrealized appreciation on securities available for sale                              3,955             61             -- 
    Other                                                                                3,566            424            822 
                                                                                      --------       --------       -------- 
  Total gross deferred tax liabilities                                                  34,698         18,750         19,396 
                                                                                      --------       --------       -------- 
  Net deferred tax asset (liability)                                                     4,345        (13,594)       (13,206)
  Less deferred income tax liability at beginning of period                             13,594         13,206         11,711 
  Less deferred income tax assets at beginning of period resulting from                                                      
    BBC consolidation                                                                  (41,487)            --             -- 
  Less deferred provision for income tax applicable to extraordinary items                  --            110             39 
  (Decrease) increase in deferred tax liability from BBC's other capital transaction       (66)          (289)         1,575 
  Increase (decrease) in deferred tax liability on unrealized appreciation                                                   
    (depreciation) on debt securities available for sale included as a separate                                              
     component of BFC's stockholders' equity                                             6,355         (3,536)           339 
  Increase (decrease) in deferred tax liability on unrealized appreciation                                                   
    (depreciation) on debt securities available for sale included as a separate                                              
    component of BBC's stockholders' equity                                             18,002             --             -- 
                                                                                      --------       --------       -------- 
  Benefit (provision) for deferred income taxes                                            743         (4,103)           458 
  Benefit for deferred income taxes - discontinued operations                              247             --             -- 
                                                                                      --------       --------       -------- 
  Benefit (provision) for deferred income taxes - continuing operations               $    990         (4,103)      $    458 
                                                                                      ========       ========       ======== 

Activity in the deferred tax valuation allowance was (in thousands):                                                         


                                                                [Download Table]

                                                                   December 31,
                                                                      2000     
                                                                   ----------- 
                                                                               
Balance, beginning of period resulting from BBC's consolidation      $ 5,140   
Utilization of acquired tax benefits                                    (470)  
Increase in deferred tax valuation allowance                           2,661   
                                                                     -------   
Balance, end of period                                               $ 7,331   
                                                                     =======   


On December 31, 1999, BBC established a $2.3 million valuation allowance        
associated with the deferred tax assets acquired in connection with the Levitt  
acquisition.                                                                    

Except as discussed below, management believes that the Company will have       
sufficient taxable income of the appropriate character in future years to       
realize the net deferred income tax asset. In evaluating the expectation of     
sufficient future taxable income, management considered the future reversal of  
temporary differences and available tax planning strategies that could          

81

10-K405
82nd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 82nd
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

be implemented, if required. A valuation allowance was required, as it was      
management's assessment that, based on available information, it is more likely 
than not that a portion of the deferred tax asset will not be realized. A change
in the valuation allowance will occur if there is a change in management's      
assessment of the amount of the net deferred income tax asset that is expected  
to be realized. The valuation allowance was established in order to reflect     
uncertainties associated with the utilization of certain tax benefits acquired  
in connection with the SLWHC and Levitt acquisitions. For the year ended        
December 31, 2000, the valuation allowance increased by $2.2 million which      
includes (i) a decrease of $470,000 from the utilization of acquired tax        
benefits from the SLWHC and Levitt acquisitions; (ii) a decrease of $330,000    
resulting from management's evaluation of the uncertainties associated with the 
utilization of certain acquired tax benefits associated with the SLWHC and      
Levitt acquisitions; and (iii) an increase of $3.0 million relating to state    
deferred tax assets for which realizability is limited due to the               
deconsolidation of BBC and its subsidiaries for Florida income tax purposes.    

Approximately $2.6 million of net operating loss carryforwards ("NOL") acquired 
in connection with the SLWHC acquisition remain as of December 31, 2000, which  
expire through the year 2011. The NOL carryforwards can only be realized if     
SLWHC has taxable income of an appropriate character.                           

BBC is not included in the Company's consolidated tax return. At December 31,   
2000, the Company (excluding BBC) had estimated state and federal net operating 
loss carry forwards as follows (in thousands):                                  

EXPIRATION                                  
YEAR             STATE       FEDERAL  
----------          -----       -------     
2006               212             -  
2007             4,235         4,290  
2008             2,332         3,322  
2011             1,662         1,831  
2012               669           984  
               -----        ------
               9,110        10,427
               =====        ======

Prior to December 31, 1996, BankAtlantic was permitted to deduct from taxable   
income an allowance for bad debts which was in excess of the provision for such 
losses charged to income. Accordingly, retained income at December 31, 2000,    
includes $10.1 million for which no provision for income tax has been provided. 
If in the future this portion of retained income is distributed, or BankAtlantic
no longer qualifies as a bank for tax purposes, federal income tax of           
approximately $3.9 million would be imposed at the then applicable tax rates.   

13. EMPLOYEE BENEFITS PLAN                                                      

BFC's Stock Option Plan provides for the grant of stock options to purchase     
shares of the Company's Common Stock. The plan provides for the grant of both   
incentive stock options and non-qualifying options. The exercise price of a     

82

10-K405
83rd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 83rd
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

stock option will not be less than the fair market value of the Common Stock on 
the date of the grant and the maximum term of the option is ten years. The      
following table sets forth information on all outstanding options:              

                                                                [Download Table]

                                            CLASS B                     
                                          OUTSTANDING                   
                                             OPTIONS    PRICE PER SHARE 
                                          -----------   --------------- 
                                                                        
Outstanding at December 31, 1997           2,395,407    1.13   to   4.47
Issued                                       532,500   10.34   to  10.34
Exercised                                     (8,500)   4.07   to   4.07
                                           ---------                    

Outstanding at December 31, 1998           2,919,407    1.13   to  10.34
Issued                                       182,500    6.00   to   6.00
Exercised                                         --                    
                                           ---------                    
Outstanding at December 31, 1999           3,101,907    1.13   to  10.34
Issued                                            --                    
Exercised                                         --                    
                                           ---------                    
Outstanding at December 31, 2000           3,101,907    1.13   to  10.34
                                           =========                    
Exercisable at December 31, 2000           2,919,407    1.13   to   4.47
                                           =========                    
Available for grant at December 31, 2000     543,125                    
                                           =========                    


The weighted average exercise price of options outstanding at December 31, 2000,
1999 and 1998 was $4.03, $4.03 and $3.90, respectively. The weighted average    
price of options exercised was $4.07 during the year 1998 and none in 2000 and  
1999.                                                                           

The adoption of FAS 123 under the fair value based method would have increased  
compensation expense by approximately $183,000, $134,000 and $3,099,000 for the 
years ended December 31, 2000, 1999 and 1998, respectively. The effect of FAS   
123 under the fair value based method would have affected net income and        
earnings per share as follows:                                                  

                                                                [Download Table]

                                            FOR THE YEARS ENDED          
                                               DECEMBER 31,              
                                 --------------------------------------- 
                                   2000           1999           1998    
                                 ---------      ---------      --------- 
                                                                         
Net income (loss):                                                       
   As reported                   $   3,635          7,426            380 
   Proforma                          3,523          7,344         (1,441)
Basic earnings per share:                                                
   As reported                         .46            .93            .05 
   Proforma                            .45            .92           (.18)
Diluted earnings per share:                                              
   As reported                         .43            .84            .04 
   Proforma                            .42            .83           (.16)


The option model used to calculate the FAS 123 compensation adjustment was the  
Black-Scholes model with the following grant date fair values and assumptions:  

                                                        [Enlarge/Download Table]

         NUMBER OF                                 RISK FREE  EXPECTED              EXPECTED
DATE OF   OPTIONS   GRANT DATE  TYPE OF  EXERCISE  INTEREST     LIFE     EXPECTED   DIVIDEND
 GRANT    GRANTED   FAIR VALUE   GRANT     PRICE     RATE      (YEARS)  VOLATILITY    YIELD 
 -----    -------   ----------  -------  --------  ---------  -------   ----------    ----- 
                                                                                            
7/1/97     49,176     $1.623      ISO     $ 4.067   5.800%       6.0      27.40%       0%   
7/1/97    119,574     $1.849       NQ     $ 4.067   5.820%       7.5      27.40%       0%   
7/1/97    750,000     $1.703       NQ     $ 4.467   5.820%       7.5      27.40%       0%   
1/13/98   532,500     $5.873        *     $10.334   5.530%       7.5      44.46%       0%   
4/6/99    182,500     $4.990        *     $ 6.000   5.280%       7.5      92.21%       0%   


* Both non-qualified and incentive stock options were granted.                  

The employee turnover was considered to be none. The weighted average fair value
of options granted during the years ended December 31, 1999 and 1998 was $4.99  
and $5.87, respectively. There were no options issued during 2000.              

83

10-K405
84th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 84th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes information about fixed stock options outstanding
at December 31, 2000:                                                           

                                                        [Enlarge/Download Table]

                          OPTIONS OUTSTANDING                              OPTIONS EXERCISABLE    
 ------------------------------------------------------------------  -----------------------------
                                       WEIGHTED                                                   
                      NUMBER            AVERAGE         WEIGHTED       NUMBER          WEIGHTED   
    RANGE OF        OUTSTANDING        REMAINING         AVERAGE     EXERCISABLE        AVERAGE   
 EXERCISE PRICES    AT 12/31/00    CONTRACTUAL LIFE  EXERCISE PRICE  AT 12/31/00    EXERCISE PRICE
 ---------------    -----------    ----------------  --------------  -----------    --------------
                                                                                                  
$ 1.00 to $ 5.00     2,386,907         4.7 Years         $ 2.47       2,386,907          $ 2.47   
$ 5.01 to $10.00       182,500         8.3 Years         $ 6.00              --             --    
$10.01 to $10.34       532,500         7.0 Years         $10.34         532,500          $10.34   


The Company has an employee's profit-sharing plan which provides for            
contributions to a fund of a defined amount, but not to exceed the amount       
permitted under the Internal Revenue Service Code as deductible expense. The    
provision charged to operations was approximately $35,000, $30,000 and $20,000  
for the years ended December 31, 2000, 1999 and 1998, respectively.             
Contributions are funded on a current basis.                                    

BBC'S PENSION PLAN:                                                             

At December 31, 1998, BBC froze its defined benefit pension plan ("Plan")       
whereby then-current participants in the Plan will not accrue service benefits  
beyond that date and vested all participants at that date. BBC will be subject  
to future pension expense or income based on future actual plan returns and     
actuarial values of the plan obligations to employees.                          

The following table sets forth the Plan's funded status and the prepaid pension 
cost included in the Consolidated Statements of Financial Condition in other    
assets at December 31, 2000 (in thousands):                                     

                                                        [Enlarge/Download Table]
                                                                                       
Projected benefit obligation at the beginning of the year                     $ 17,665 
Interest cost                                                                    1,353 
Actuarial loss                                                                     712 
Benefits paid                                                                     (792)
                                                                              -------- 
Projected benefit obligation at end of year                                   $ 18,938 
                                                                              ======== 

Fair value of Plan assets at the beginning of year                            $ 28,278 
Actual return on Plan assets                                                      (664)
Benefits paid                                                                     (792)
                                                                              -------- 
Fair value of Plan assets as of actuarial date                                $ 26,822 
                                                                              ======== 

Actuarial present value of projected benefit obligation for service                    
 rendered to date                                                             $(18,938)
Plan assets at fair value as of the actuarial date                              26,822 
                                                                              -------- 
Plan assets in excess of projected benefit obligation 7,884 Unrecognized net           
 gain from past experience different from that assumed                                 
 and effects of changes in assumptions                                          (1,853)
                                                                              -------- 
Prepaid pension cost                                                          $  6,031 
                                                                              ======== 

Net pension benefit includes the following components for the year ended        
December 31, 2000 (in thousands):                                               

 Interest cost on projected benefit obligation           $ 1,353
  Expected return on plan assets                           (2,511)
  Amortization  of unrecognized net gains and losses         (309)
                                                         -------
  Net periodic pension benefit (1)                        $(1,467)
                                                         =======

(1) Periodic pension benefit is included in employee compensation expense.      

84

10-K405
85th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 85th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The actuarial assumptions used in accounting for BBC's Plan for the year ended  
December 31, 2000 was:                                                          

Weighted average discount rate                      7.50%     
Rate of increase in future compensation levels       N/A      
Expected long-term rate of return                   9.00%     

Actuarial estimates and assumptions are based on various market factors and are 
evaluated on an annual basis, and changes in such assumptions may impact future 
pension costs.                                                                  

BBC'S 401(K) PLAN:                                                              

BankAtlantic sponsors a defined contribution plan ("401(k) Plan") for all       
employees who have completed three months of service. Employees can contribute  
up to 14% of their salary, not to exceed $10,500 for 2000 and $10,000 for 1999  
and 1998. For employees that fall within the highly compensated criteria,       
maximum contributions were 7% of salary. Effective October 1991, BankAtlantic's 
401(k) Plan was amended to include only a discretionary match as deemed         
appropriate by the Board of Directors. Included in employee compensation and    
benefits on the consolidated statement of operations was $1.1 million, $205,000,
and $225,000 of expenses and employer contributions related to the 401(k) Plan  
for the years ended December 31, 2000, 1999 and 1998, respectively. The         
discretionary match was 100% of the first 4% of an employee's contribution for  
the year ended December 31, 2000. The discretionary match was 25% of the first  
4% of an employee's contribution during the years ended December 31, 1999 and   
1998.                                                                           

RYAN BECK PLANS                                                                 

Ryan Beck sponsored defined contribution savings plans during the year ended    
December 31, 1998, and made contributions to those plans of $1.3 million during 
1998. Effective April 1, 1999, Ryan Beck suspended discretionary contributions  
to its Profit Sharing and 401(k) Savings Plan and began making comparable       
non-discretionary contributions to a new Money Purchase Savings Plan. At the    
same time, Ryan Beck matching contribution was added to the Profit Sharing and  
401(k) Savings Plan. Ryan Beck's discretionary profit sharing contribution from 
January 1, 1999 to April 1, 1999 totaled $375,000. The non-discretionary        
matching contribution was dollar-for-dollar on the first 4% of 401(k) deferral  
contributions for salaried employees and the first 2.5% for Investment          
Consultants.                                                                    

Ryan Beck's Money Purchase Plan contributions totaled $1.6 million during the   
year ended December 31, 2000. Ryan Beck matching contributions on eligible      
employees' 401(k) deferrals and profit sharing contributions were $560,000      
during the year ended December 31, 2000. The 2000 contributions are included in 
compensation and benefits expense in the statement of operations.               

14. STOCKHOLDERS' EQUITY                                                        

The Company's Articles of Incorporation authorize the issuance of up to         
10,000,000 shares of $.01 par value preferred stock. The Board of Directors has 
the authority to divide the authorized preferred stock into series or classes   
having the relative rights, preferences and limitations as may be determined by 
the Board of Directors without the prior approval of shareholders. The Board of 
Directors has the power to issue this preferred stock on terms that would create
a preference over the Company's Common Stock with respect to dividends,         
liquidation and voting rights. No further vote of security holders would be     
required prior to the issuance of the shares.                                   

The Company's Articles of Incorporation authorize the Company to issue both a   
Class A Common Stock, par value $.01 per share and a Class B Common Stock, par  
value $.01 per share. The Class A Common Stock and the Class B Common Stock have
substantially identical terms except that (i) the Class B Common Stock is       
entitled to one vote per share while the Class A Common Stock will have no      
voting rights other than those required by Florida law and (ii) each share of   
Class B Common Stock is convertible at the option of the holder thereof into one
share of Class A Common Stock.                                                  

On January 10, 1997, the Board of Directors of BFC Financial Corporation adopted
a Shareholder Rights Plan. As part of the Rights Plan, the Company declared a   
dividend distribution of one preferred stock purchase right (the "Right") for   
each outstanding share of BFC's Class B Common Stock to shareholders of record  
on January 21, 1997. Each Right will become exercisable only upon the occurrence
of certain events, including the acquisition of 20% or more of BFC's Class B    
Common Stock by persons other than the existing control shareholders (as        
specified in the Rights Plan), and will entitle the holder to                   

85

10-K405
86th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 86th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

purchase either BFC stock or shares in the acquiring entity at half the market  
price of such shares. The Rights may be redeemed by the Board of Directors at   
$.01 per Right until the tenth day following the acquisition of 20% or more of  
BFC's Class B Common Stock by persons other than the existing controlling       
shareholders. The Board may also, in its discretion, extend the period for      
redemption. The Rights will expire on January 10, 2007.                         

15. COMMITMENTS AND CONTINGENCIES                                               

BBC is lessee under various operating leases for real estate and equipment      
extending to the year 2072. The approximate minimum future rentals under such   
leases, at December 31,2000, for the periods shown was (in thousands):          

YEAR ENDING DECEMBER 31,       AMOUNT                   
           -------
2001                          $ 7,572                   
2002                            6,207                   
2003                            5,128                   
2004                            3,106                   
2005                            1,785                   
Thereafter                      5,973                   
           -------
Total                         $29,771                   
           =======

FOR THE YEAR ENDED DECEMBER 31, 2000:                         

      Rental expense for premises and equipment                    $   9,683
                                                                    ==========
Allowance for future rental payments on closed branches         
      (included in other liabilities)                              $      75
                                                                    ==========

The allowance for closed BankAtlantic branches includes branches closed in prior
periods, and those branches included in the restructuring plan (see Note 5).    

At December 31, 2000, BankAtlantic leased 692 ATM's of which 348 ATM's are      
associated with the restructuring charge (See Note 5). The remaining ATM's are  
located in BankAtlantic branch locations, cruise ships, Native American         
Reservation gaming facilities and various retail outlets.                       

In the normal course of its business, BBC is a party to financial instruments   
with off-balance-sheet risk. These financial instruments include commitments to 
extend credit and standby and documentary letters of credit. Those instruments  
involve, to varying degrees, elements of credit risk. BankAtlantic's exposure to
credit loss in the event of nonperformance by the other party to the financial  
instrument for commitments to extend credit and standby letters of credit       
written is represented by the contractual amount of those instruments.          
BankAtlantic uses the same credit policies in making commitments and conditional
obligations as it does for on-balance-sheet instruments.                        

Financial instruments with off-balance sheet risk were (in thousands):          

                                                                    DECEMBER 31,
                                                                   -----------
                                                                  2000
                                                                  ----------
      Commitment to sell fixed rate residential loans             $    599
      Commitments to purchase mortgage backed securities            11,564
      Forward contract to purchase mortgage-backed securities      225,163
Commitments to extend credit, including the undisbursed       
        portion of loans in process                                476,545
      Standby Letters of credit                                    187,596
                                                                  ========

Commitments to extend credit are agreements to lend funds to a customer as long 
as there is no violation of any condition established in the commitment.        
Commitments generally have fixed expiration dates or other termination clauses  
and may require payment of a fee. Since many of the commitments are expected to 
expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. BankAtlantic evaluates each customer's      

86

10-K405
87th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 87th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

creditworthiness on a case-by-case basis. The amount of collateral required by  
BankAtlantic in connection with an extension of credit is based on management's 
credit evaluation of the counter-party.                                         

Standby letters of credit written are conditional commitments issued by or for  
the benefit of BankAtlantic to guarantee the performance of a customer to a     
third party. Those guarantees are primarily issued to support public and private
borrowing arrangements. The credit risk involved in issuing letters of credit is
essentially the same as that involved in extending loan facilities to customers.
BankAtlantic may hold certificates of deposit and residential and commercial    
liens as collateral for such commitments which are collateralized similar to    
other types of borrowings.                                                      

BankAtlantic has credit facilities with foreign financial institutions in Latin 
America. The commitments can be terminated at any time. Each financial          
institution is evaluated on a case by case basis.                               

BankAtlantic is required to maintain average reserve balances with the Federal  
Reserve Bank. Such reserves consisted of cash and amounts due from banks of     
$40.6 million at December 31, 2000.                                             

As a member of the FHLB system, BankAtlantic is required to purchase and hold   
stock in the FHLB of Atlanta. As of December 31, 2000 BankAtlantic was in       
compliance with this requirement, with an investment of approximately $51.9     
million in stock of the FHLB of Atlanta.                                        

Levitt is subject to the usual obligations associated with entering into        
contracts for the purchase, development and sale of real estate in the routine  
conduct of its business. Levitt provides home purchasers with warranties against
certain defects for a period of up to two years from the date of purchase.      
Levitt provides for estimated warranty costs when the home is sold and          
continuously monitors its warranty exposure and service program.                

St. Lucie West Utilities Inc. ("SLWUI") a wholly owned subsidiary of Levitt     
entered into a connection fee Guarantee Agreement with the St Lucie West        
Services District ("District"). The agreement provides the District with        
assurance that sufficient water and sewer connection fees will be prepaid by    
SLWUI to service outstanding bonds of the District. SLWUI has no underlying     
guarantee obligation in connection with the District Bonds.                     

Upon the acquisition of Ryan Beck, BBC became subject to the risks of investment
banking. Ryan Beck's customers' securities transactions are introduced on a     
fully disclosed basis to its clearing broker. The clearing broker carries all of
the accounts of the customers of Ryan Beck and is responsible for execution,    
collection of and payment of funds and, receipt and delivery of securities      
relative to customer transactions. Customers' securities activities are         
transacted on a cash and margin basis. These transactions may expose Ryan Beck  
to off-balance-sheet risk, wherein the clearing broker may charge Ryan Beck for 
any losses it incurs in the event that customers may be unable to fulfill their 
contractual commitments and margin requirements are not sufficient to fully     
cover losses. Ryan Beck seeks to minimize this risk through procedures designed 
to monitor the creditworthiness of its customers and that customer transactions 
are executed properly by the clearing broker. Ryan Beck does not utilize futures
as a hedge against interest rate risk for its trading inventory or use          
derivatives in its trading activities.                                          

16. REGULATORY MATTERS                                                          

BFC Financial Corporation is a unitary savings bank holding company that owns   
approximately 26.2% and 100%, respectively of the outstanding BBC Class A and   
Class B Common Stock, in the aggregate representing 36% of all the outstanding  
BBC Common Stock. BBC is the holding company for BankAtlantic, A Federal Savings
Bank by virtue of its ownership of 100% of the outstanding BankAtlantic common  
stock. BFC is subject to regulatory oversight and examination by the OTS as     
discussed herein with respect to BBC. BBC is a unitary savings bank holding     
company subject to regulatory oversight and examination by the OTS, including   
normal supervision and reporting requirements. The Company is subject to the    
reporting and other requirements of the Securities Exchange Act of 1934.        

BankAtlantic's deposits are insured by the FDIC for up to $100,000 for each     
insured account holder, the maximum amount currently permitted by law.          
BankAtlantic is subject to various regulatory capital requirements administered 
by the federal banking agencies. Failure to meet minimum capital requirements   
can initiate certain mandatory--and possibly additional discretionary-- actions 
by regulators that, if undertaken, could have a direct material effect on       
BankAtlantic's financial statements. BankAtlantic's ability to pay dividends to 
BBC is subject to regulatory approvals. Current regulations applicable to the   
payment of cash dividends by savings institutions impose limits on capital      
distributions based on an institution's                                         

87

10-K405
88th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 88th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

regulatory capital levels. At December 31, 2000, BankAtlantic meets all capital 
adequacy requirements to which it is subject and is considered a well           
capitalized institution.                                                        

BankAtlantic's actual capital amounts and ratios are presented in the table:    

                                                        [Enlarge/Download Table]

                                                                                   TO BE WELL      
                                                         FOR CAPITAL           CAPITALIZED UNDER   
                                                           ADEQUACY            PROMPT CORRECTIVE   
                                  ACTUAL                   PURPOSES            ACTION PROVISIONS   
                           -------------------      ---------------------    --------------------- 
                           AMOUNT        RATIO      AMOUNT          RATIO    AMOUNT          RATIO 
                           ------        -----      ------          -----    ------          ----- 
                                                                                                   
(DOLLARS IN THOUSANDS)                                                                             
AS OF DECEMBER 31, 2000:                                                                           

Total risk-based capital   $328,973      11.00%  $ >  239,356      > 8.00%  $299,194      >  10.00%
                                                   -               -                      -        
Tier I risk-based capital  $291,544       9.74%  $ >  119,678      > 4.00%  $179,517      >   6.00%
                                                   -               -                      -        
Tangible capital           $291,544       6.66%  $ >   65,653      > 1.50%  $ 65,653      >   1.50%
                                                   -               -                      -        
Core capital               $291,544       6.66%  $ >  175,077      > 4.00%  $218,846      >   5.00%
                                                   -               -                      -        
AS OF DECEMBER 31, 1999:                                                                           
Total risk-based capital   $339,322      13.30%  $ >  204,091      > 8.00%  $255,144      >  10.00%
                                                   -               -                      -        
Tier I risk-based capital  $307,270      12.04%  $ >  102,045      > 4.00%  $153,068      >   6.00%
                                                   -               -                      -        
Tangible capital           $307,270       7.71%  $ >   59,778      > 1.50%  $ 59,778      >   1.50%
                                                   -               -                      -        
Core capital               $307,270       7.71%  $ >  159,407      > 4.00%  $199,259      >   5.00%
                                                   -               -                      -        

BBC's wholly owned subsidiary, Ryan Beck is subject to the net capital provision
of Rule 15c3-1 under the Securities Exchange Act of 1934 which requires that    
Ryan Beck's aggregate indebtedness shall not exceed 15 times net capital as     
defined under such provision. Additionally, Ryan Beck, as a market maker, is    
subject to supplemental requirements of Rule 15c3-1(a)4, which provides for the 
computation of net capital to be based on the number and price of issues in     
which markets are made by RBCO, not to exceed $1,000,000. At December 31, 2000, 
Ryan Beck's regulatory net capital was approximately $8.1 million, which        
exceeded minimum net capital rule requirements by $7.1 million.                 

Ryan Beck operates under the provisions of paragraph (K)(2)(ii) of Rule 15c3-3  
of the Securities and Exchange Commission as a fully-disclosed broker and,      
accordingly, customer accounts are carried on the books of the clearing broker. 
However, Ryan Beck safekeeps and redeems municipal bond coupons for the benefit 
of its customers. Accordingly, Ryan Beck is subject to the provisions of SEC    
Rule 15c3-3 relating to possession or control and customer reserve requirements 
and was in compliance with such provisions at December 31, 2000.                

17. STERLING PORTFOLIO                                                          

Frances Scott, on behalf of herself and all others similarly situated brought an
action against Mayflower Home Improvement Corp., EquiCredit Corporation of      
America, Bernard Perry, Gino Ciuffetelli, Hyman Beyer, Jeffrey Beyer, Bruce     
Beyer, MNC Credit Corp., Shawmut Bank, First Tennessee Bank, CIT Group/Credit   
Finance, Inc., Security Pacific Financial Services, Inc., Jerome Goldman,       
BankAtlantic, FSB., Michael Bisceglia and Gerald Annabel, in the Superior Court 
of New Jersey, Passaic County which was commenced on April 6, 1995. This action 
is a class action on behalf of the named and unnamed plaintiffs who may have    
obtained loans from dealers who subsequently sold the loans to financial        
institutions, including BankAtlantic. The action seeks, among other things,     
recision of the loan agreements and damages. In January 2000, plaintiff filed an
amended complaint with the trial court, identifying two new named plaintiffs    
whose potential claims were not barred by the statute of limitations and stating
causes of action under various New Jersey Acts and Regulations. The class as    
presently defined for BBC consists of 529 loans having original principal       
balances of $11.7 million. Through December 31, 2000, $4.3 million of such loans
had been charged-off and $558,000 remained outstanding. The court conducted a   
number of settlement discussions which resulted in a preliminary settlement     
agreement. Subject to final documentation and court approval, the parties have  
agreed to a settlement pursuant to which BBC will pay approximately $592,500 for
class benefits and attorneys fees and will provide $511,000 in principal        
reductions on loans which are currently carried on the Bank's books.            

The Company and its subsidiaries may be parties to other lawsuits as plaintiff  
or defendant involving its securities sales and underwriting, lending, tax      
certificates and real estate development activities. Although the Company       
believes it has meritorious defenses in all current legal actions, the outcome  
of the various legal actions is uncertain. Management, based on discussions with
legal counsel, believes results of operations or financial position will not be 
significantly impacted by the resolution of these matters. None of this         
litigation is other than in the ordinary course of business.                    

88

10-K405
89th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 89th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

18. PARENT COMPANY FINANCIAL INFORMATION                                        

Condensed Statements of Financial Condition at December 31, 2000 and 1999,      
Condensed Statements of Operations and Condensed Statements of Cash Flows for   
each of the years in the three year period ended December 31, 2000 are shown    
below. (in thousands):                                                          

 CONDENSED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 2000 AND 1999
(IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                     2000         1999   
                                                                -----------  ----------- 
                                                                                         
                           ASSETS                                                        

Cash and cash equivalents                                       $       172        1,193 
Securities available for sale, at market value                        8,403          203 
Investment in BankAtlantic Bancorp, Inc.  ("BBC")                    89,603       73,764 
Investment in other subsidiaries                                     14,130       18,162 
Other assets                                                          6,526        3,196 
                                                                -----------  ----------- 
   Total assets                                                 $   118,834       96,518 
                                                                ===========  =========== 

            LIABILITIES AND STOCKHOLDERS' EQUITY                                         

Mortgages payable and other borrowings                          $     4,080        8,080 
Other liabilities                                                    20,511       15,879 
Deferred income taxes                                                21,628       13,594 
                                                                -----------  ----------- 
    Total liabilities                                                46,219       37,553 
                                                                -----------  ----------- 

Stockholders' equity:                                                                    
 Preferred stock of $.01 par value; authorized                                           
  10,000,000 shares; none issued                                         --           -- 
Class A common stock of $.01 par value, authorized 20,000,000                            
  shares; issued and outstanding 6,454,494 in 2000 and 1999              58           58 
Class B common stock, of $.01 par value; authorized 20,000,000                           
  shares; issued and outstanding 2,355 in 2000 and 1999                  21           21 
Additional paid-in capital                                           25,788       25,890 
Retained earnings                                                    41,721       38,086 
                                                                -----------  ----------- 

 Total stockholders' equity before                                                       
  accumulated other comprehensive income (loss)                      67,588       64,055 

 Accumulated other comprehensive income (loss)                        5,027       (5,090)
                                                                -----------  ----------- 

 Total stockholders' equity                                          72,615       58,965 
                                                                -----------  ----------- 

     Total liabilities and stockholders' equity                 $   118,834       96,518 
                                                                ===========  =========== 


89

10-K405
90th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 90th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED STATEMENTS OF OPERATIONS
FOR EACH OF THE YEARS IN THE THREE YEAR PERIOD ENDED DECEMBER 31, 2000
(IN THOUSANDS)

                                                                [Download Table]

                                               2000      1999      1998  
                                             -------   -------   ------- 
                                                                         
Revenue - interest and other                 $   479     1,423       373 
Expenses - interest and other                  4,541     2,958     2,961 
                                             -------   -------   ------- 
(Loss) before undistributed earnings (loss)                              
   from subsidiaries                          (4,062)   (1,535)   (2,588)
Equity in income (loss) from BBC               8,264    10,501    (1,397)
Equity in income from  other subsidiaries      1,188     2,468     3,936 
                                             -------   -------   ------- 
Income (loss) before income taxes                                        
   and extraordinary items                     5,390    11,434       (49)
Provision (benefit) for income taxes           1,755     4,183      (368)
                                             -------   -------   ------- 
Income from continuing operations              3,635     7,251       319 
Extraordinary items, net of income taxes of                              
   $110 in 1999 and $39 in 1998                   --       175        61 
                                             -------   -------   ------- 
Net income                                   $ 3,635     7,426       380 
                                             =======   =======   ======= 


90

10-K405
91st Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 91st
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED STATEMENTS OF CASH FLOWS
FOR EACH OF THE YEARS IN THE THREE YEAR PERIOD ENDED DECEMBER 31, 2000
(IN THOUSANDS)

                                                                [Download Table]

                                                         2000      1999      1998  
                                                       -------   -------   ------- 
                                                                                   
Operating Activities:                                                              
(Loss) income from continuing operations               $(4,982)    7,251       319 
Income from discontinued operations                        669        --        -- 
Income from extraordinary items                          7,948       175        61 
Adjustments to reconcile net (loss) income to net                                  
   cash  provided by (used in ) operating activities:                              
Equity in (earnings) loss of BBC                        (8,264)  (10,501)    1,397 
Equity in (earnings)  of other subsidiaries             (1,188)   (2,468)   (3,936)
Depreciation, amortization and accretion, net                5        17        23 
Provision (benefit) for deferred income taxes            1,745     4,103      (458)
Loss from  investment securities                         1,776        --        -- 
Increase in deferred interest on the                                               
   subordinated debentures                                  --       403       482 
Proceeds from escrow for called debenture liability      2,455        --     2,166 
Advances (to) from other subsidiaries                    4,837    (5,405)    9,649 
(Increase) in other assets                                (529)     (330)      (94)
(Decrease) increase  in other liabilities                 (144)      152      (565)
                                                       -------   -------   ------- 
Net cash  provided by (used in) operating activities     4,328    (6,603)    9,044 
                                                       -------   -------   ------- 

Investing Activities:                                                              
Common stock dividends received from BBC                 1,288     1,236     1,187 
(Increase) decrease in securities available for sale    (2,637)      343     1,068 
                                                       -------   -------   ------- 
 Net cash (used in) provided by investing activities    (1,349)    1,579     2,255 
                                                       -------   -------   ------- 

Financing Activities:                                                              
Issuance of common stock                                    --        --        35 
Borrowings                                                  --     8,079        -- 
Repayment of borrowings                                 (4,000)   (4,074)   (9,271)
                                                       -------   -------   ------- 
Net cash (used in) provided by financing activities     (4,000)    4,005    (9,236)
                                                       -------   -------   ------- 

(Decrease) increase in cash  and cash equivalents       (1,021)   (1,019)    2,063 
Cash  at beginning of period                             1,193     2,212       149 
                                                       -------   -------   ------- 
Cash at end of period                                  $   172     1,193     2,212 
                                                       =======   =======   ======= 


91

10-K405
92nd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 92nd
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

19. SELECTED QUARTERLY RESULTS (UNAUDITED)                                      

The following tables summarize the quarterly results of operations for the years
ended December 31, 2000 and 1999 (in thousands except for per share data):      

                                                        [Enlarge/Download Table]

                                                    FIRST        SECOND     THIRD      FOURTH               
                      2000                         QUARTER      QUARTER    QUARTER     QUARTER      TOTAL   
                                                   ---------   ---------  ---------   ---------   --------- 
                                                                                                            
Interest income                                    $  77,883   $  80,442  $  85,334   $  85,237   $ 328,896 
Interest expense                                      47,596      50,783     56,053      56,974     211,406 
                                                   ---------   ---------  ---------   ---------   --------- 
Net interest income                                   30,287      29,659     29,281      28,263     117,490 
Provision for loan losses                             10,787       4,533      6,696       7,116      29,132 
                                                   ---------   ---------  ---------   ---------   --------- 
Net interest income after provision for loan                                                                
losses                                                19,500      25,126     22,585      21,147      88,358 
                                                   ---------   ---------  ---------   ---------   --------- 
Income before income taxes, minority interest                                                               
  Discontinued operations and extraordinary items      6,307       7,695      3,005       6,028      23,035 
Provision for income taxes                             3,430       2,998      2,107       4,827      13,362 
Minority interest in income                                                                                 
  Of consolidated subsidiaries                         4,759       3,590      3,637       2,669      14,655 
                                                   ---------   ---------  ---------   ---------   --------- 
(Loss) income from continuing operations              (1,882)      1,107     (2,739)     (1,468)     (4,982)
Income from discontinued operations                        0         259        165         245         669 
Extraordinary item, net of taxes                       3,466           0      3,966         516       7,948 
                                                   ---------   ---------  ---------   ---------   --------- 
Net income                                         $   1,584   $   1,366  $   1,392   $    (707)  $   3,635 
                                                   =========   =========  =========   =========   ========= 
Basic (loss) earnings  per share from                                                                       
  continuing operations                            $   (0.24)  $    0.14  $   (0.34)  $   (0.18)  $   (0.63)
Basic earnings  per share from                                                                              
  discontinued operations                                 --        0.03       0.02        0.03        0.09 
Basic earnings from extraordinary items                 0.44          --       0.50        0.06        1.00 
                                                   ---------   ---------  ---------   ---------   --------- 
Basic earnings  per share                          $    0.20   $    0.17  $    0.18   $   (0.09)  $    0.46 
                                                   =========   =========  =========   =========   ========= 

Diluted (loss) earnings  per share from                                                                     
  continuing operations                            $   (0.22)  $    0.13  $   (0.32)  $   (0.17)  $   (0.58)
Diluted earnings  per share from                                                                            
 discontinued operations                                  --        0.03       0.02        0.03        0.08 
Diluted earnings from extraordinary items               0.41          --       0.46        0.06        0.93 
                                                   ---------   ---------  ---------   ---------   --------- 
Diluted earnings  per share                        $    0.19   $    0.16  $    0.16   $   (0.08)  $    0.43 
                                                   =========   =========  =========   =========   ========= 
Basic weighted average number of common                                                                     
   shares outstanding                                  7,957       7,957      7,957       7,957       7,957 
                                                   =========   =========  =========   =========   ========= 
Diluted weighted average number of common                                                                   
  Shares outstanding                                   8,525       8,506      8,492       8,516       8,521 
                                                   =========   =========  =========   =========   ========= 


In August 2000, BankAtlantic Bancorp, Inc. shareholders approved a corporate    
transaction in which each share of BBC's Class B Common Stock was converted into
.0000002051 of a share of BBC's Class B Common Stock as the surviving         
corporation in the transaction which was structured as a merger. No fractional  
shares were issued. The corporate transaction resulted in the retirement of all 
publicly held BBC Class B Common Stock, leaving BFC Financial Corporation as the
sole holder of BBC's Class B Common Stock. The Class B Common Stock represents  
100% of the voting rights of BBC. As the sole holder of BBC Class B Common Stock
BFC now controls greater than 50% of the vote of BBC and BBC is consolidated in 
the financial statements of BFC instead of carried on the equity basis.         

92

10-K405
93rd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 93rd
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income from continuing operations during the first quarter was adversely        
affected by increased provision for loan losses resulting from historical loss  
experiences in small business and consumer loan portfolios. Income from         
continuing operations during the third quarter was affected by losses relating  
to Ryan Beck operations and compensation expense recognized in connection with  
the corporate transaction.                                                      

                                                        [Enlarge/Download Table]

                                               FIRST      SECOND     THIRD    FOURTH              
                      1999                    QUARTER    QUARTER    QUARTER   QUARTER      TOTAL  
                                              --------   --------   --------  --------   -------- 
                                                                                                  
Interest income                               $    169   $    111   $  1,058  $    191   $  1,529 
Interest expense                                   361        365        407       480      1,613 
                                              --------   --------   --------  --------   -------- 
Net interest income (expense)                     (192)      (254)       651      (289)       (84)
Provision for loan losses                           75         75         75        75        300 
                                              --------   --------   --------  --------   -------- 
Net interest income after provision for loan                                                      
losses                                        $   (267)  $   (329)  $    576  $   (364)  $   (384)
                                              --------   --------   --------  --------   -------- 
Income before income taxes,                                                                       
   and extraordinary items                       3,296      2,958      4,409       771     11,434 
Income from continuing operations                1,920      1,943      2,795       593      7,251 
Extraordinary items, net of taxes                   --         --        113        62        175 
                                              --------   --------   --------  --------   -------- 
Net income                                    $  1,920   $  1,943   $  2,908  $    655   $  7,426 
                                              ========   ========   ========  ========   ======== 
Basic earnings  per share from                                                                    
  continuing operations                       $   0.24   $   0.24   $   0.35  $   0.07   $   0.91 
Basic earnings from extraordinary items             --         --       0.01      0.01       0.02 
                                              --------   --------   --------  --------   -------- 
Basic earnings  per share                     $   0.24   $   0.24   $   0.36  $   0.08   $   0.93 
                                              ========   ========   ========  ========   ======== 

Diluted earnings  per share from                                                                  
  continuing operations                       $   0.22   $   0.22   $   0.32  $   0.07   $   0.82 
Diluted earnings from extraordinary items           --         --       0.01      0.01       0.02 
                                              --------   --------   --------  --------   -------- 
Diluted earnings  per share                   $   0.22   $   0.22   $   0.33  $   0.08   $   0.84 
                                              ========   ========   ========  ========   ======== 

Basic weighted average number of common                                                           
   shares outstanding                            7,957      7,957      7,957     7,957      7,957 
                                              ========   ========   ========  ========   ======== 
Diluted weighted average number of common                                                         
  Shares outstanding                             8,928      8,853      8,780     8,660      8,818 
                                              ========   ========   ========  ========   ======== 


The Company recognized net gains of approximately $250,000, $74,000 and $302,000
during the three month periods ended March 31, 1999, June 30, 1999 and December 
31, 1999, respectively, from the sale of acres at the Center Port property to   
unaffiliated third parties.                                                     

During the three month period ended September 30, 1999, the Company sold the    
ownership interest in parcels of land occupied by two Toys R Us stores located  
in Springfield, Massachusetts and Aurora, Illinois for approximately $825,000.  
The Company recognized a net gain on this transaction of approximately $766,000.

During the quarter ended March 31, 1999, the Company received distributions of  
approximately $588,000 from a real estate limited partnership in which the      
Company holds an interest when the limited partnership sold 31 of 34 convenience
stores that it owned. Also, during the quarter ended March 31, 1999, the Company
received a distribution of approximately $263,000 from the liquidation of a     
retained interest relating to a parcel of real estate sold in 1996.             

Operations during the quarters ended September 30, 1999 and December 31, 1999   
included extraordinary gains, net of income taxes of approximately $292,000 and 
$62,000, respectively, due to settlement of litigation. Operations during the   
quarter ended September 30, 1999 included an extraordinary loss from            
extinguishments of debt, net of income taxes of approximately $179,000.         

93

10-K405
94th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 94th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS                               

The information set forth below provides disclosure of the estimated fair value 
of the Company's financial instruments presented in accordance with the         
requirements of Statement of Financial Accounting Standards No. 107,            
"Disclosures about Fair Value of Financial Instruments" ("FAS 107") issued by   
the FASB.                                                                       

Management has made estimates of fair value that it believes to be reasonable.  
However, because there is no market for many of these financial instruments,    
management has no basis to determine whether the fair value presented would be  
indicative of the value negotiated in an actual sale. The fair value estimates  
do not consider the tax effect that would be associated with the disposition of 
the assets or liabilities at their fair value estimates.                        

Fair values are estimated for loan portfolios with similar financial            
characteristics. Loans are segregated by category, and each loan category is    
further segmented into fixed and adjustable rate interest terms and by          
performing and non-performing categories.                                       

The fair value of performing loans, except residential mortgage and adjustable  
rate loans, is calculated by discounting scheduled cash flows through the       
estimated maturity using estimated market discount rates that reflect the credit
and interest rate risk inherent in the loan. The estimate of average maturity is
based on historical experience with prepayments for each loan classification,   
modified, as required, by an estimate of the effect of current economic and     
lending conditions. For performing residential mortgage loans, fair value is    
estimated by discounting contractual cash flows adjusted for national historical
prepayment estimates using discount rates based on secondary market sources     
adjusted to reflect differences in servicing and credit costs. For adjustable   
rate loans, the fair value is estimated at book value after adjusting for credit
risk inherent in the loan. Interest rate risk for adjustable rate loans is      
considered insignificant since the majority of BankAtlantic's adjustable rate   
loans are based on prime rates or one year Constant Maturity Treasuries ("CMT") 
rates and adjust monthly or generally not greater than annually.                

Fair values of non-performing loans are based on the assumption that            
non-performing loans are on a non-interest received status and are discounted at
market rates during a 24 month work-out period. Assumptions regarding credit    
risk are determined using available market information and specific borrower    
information.                                                                    

The book value of tax certificates approximates market value. Fair value of     
mortgage-backed and investment securities are estimated based on bid prices     
available from security dealers.                                                

Under FAS 107, the fair value of deposits with no stated maturity, such as      
non-interest bearing demand deposits, savings and NOW accounts, and money market
and checking accounts, should be considered the same as book value. The fair    
value of certificates of deposit is based on the discounted value of contractual
cash flows. The discount rate is estimated using current rates offered by       
BankAtlantic for similar remaining maturities.                                  

The book value of securities sold under agreements to repurchase approximates   
fair value.                                                                     

The fair value of advances from FHLB is based on discounted cash flows for      
comparable terms to maturity, interest rates and issuer credit standing.        

The fair value of convertible subordinated debentures and guaranteed preferred  
beneficial interests in the BBC's junior subordinated debentures was based on   
quoted market prices on NASDAQ. The fair values of other subordinated           
debentures, notes payable and brokerage margin account were based on discounted 
value of contractual cash flows at a market discount rate.                      

94

10-K405
95th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 95th
'                   BFC FINANCIAL CORPORATION AND SUBSIDIARIES                  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents information for the Company's financial instruments
at December 31, 2000 and 1999 (in thousands):                                   

                                                        [Enlarge/Download Table]

                                                                   DECEMBER 31, 2000           DECEMBER 31, 1999    
                                                              --------------------------  --------------------------
                                                               CARRYING          FAIR      CARRYING         FAIR    
                                                                AMOUNT           VALUE      AMOUNT          VALUE   
                                                              ----------      ----------  ----------      ----------
                                                                                                                    
Financial assets:                                                                                                   
  Cash and other short term investments                       $   88,609      $   88,609  $    1,545      $    1,545
  Investment in BBC (consolidated in 2000)                            --              --      73,764          59,215
  Securities available for sale                                  887,946         887,946         255             255
  Trading securities                                              43,557          43,557          --              --
  Investment securities                                          383,619         387,971       8,408           8,408
  Loans receivable including loans held for sale, net          2,855,015       2,885,021       1,325           1,325
  Escrow for called debentures                                        --              --       2,659           2,659
Financial liabilities:                                                                                              
  Deposits                                                    $2,234,485      $2,185,471  $       --      $       --
  Securities sold under agreements to repurchase and federal                                                        
    funds purchased                                              669,202         669,202          --              --
  Advances from FHLB                                           1,038,801       1,035,334                            
  Subordinated debentures and notes payable                      238,330         215,680      18,253          18,253
  Guaranteed preferred beneficial interests in BBC's                                                                
    junior subordinated debentures                                74,750          54,194          --              --


The contract amount and related fees of BankAtlantic's commitments to extend    
credit, standby letters of credit, financial guarantees and forward FHLB        
commitments are not significant. (see Note 15 for the contractual amounts of    
BankAtlantic's financial instrument commitments)                                

DERIVATIVES                                                                     

The primary derivatives utilized by BBC during the year ended December 31, 2000 
were interest rate swaps and forward contracts. Interest rate swap agreements   
are contracts between two entities that typically involve the exchange of cash  
flows based on agreed-upon prices, rates and indices. Financial forward         
contracts are agreements to buy financial instruments at a predetermined future 
date and price.                                                                 

BBC uses interest rate swap contracts to manage its interest rate risk. During  
the year ended December 31, 2000, BBC created fair value hedges by entering into
various interest rate swap contracts to convert designated fixed rate time      
deposits to a one-month LIBOR interest rate. The interest rate swaps are        
accounted for as synthetic alterations. The net interest receivable or payable  
on the interest rate swap contracts was accrued and recognized as an adjustment 
to interest expense in the Company's Statement of Operations for the year ended 
December 31, 2000. Additionally, at December 28, 2000, BBC entered into interest
rate swap contracts in order to create a cash flow hedge associated with future 
originations of money market deposit accounts.                                  

The following table outlines the notional amount and fair value of BBC's        
interest rate swaps outstanding at December 31, 2000 (in thousands):            

                                                        [Enlarge/Download Table]

                                                                    PAYING        RECEIVING                
                                          NOTIONAL                INDEX/FIXED    INDEX/FIXED    TERMINATION
                                           AMOUNT     FAIR VALUE     AMOUNT         AMOUNT         DATE    
                                        -----------  ----------   -----------  ---------------  ---------- 
                                                                                                           
Five year callable receive fixed swaps  $    30,000  $    1,660   3 mo. LIBOR     7.13%         01/16/2006 
One year receive fixed swaps            $    75,000  $      278   1 mo. LIBOR     6.83%         04/28/2001 
One year callable receive fixed swaps   $    30,000  $      111   1 mo. LIBOR     7.10%         07/08/2001 
Two year callable receive fixed swaps   $   150,000  $    1,895   1 mo. LIBOR     7.05%         03/09/2002 
Three year pay fixed swaps              $    30,000  $       47   5.82%           3 mo. LIBOR   12/28/2003 


The method used to estimate the fair value of the interest rate swaps was       
discounted cash flows of the net change between the paying index and the        
receiving index.                                                                

95

10-K405
96th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 96th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2000, BBC entered into a forward contract to 
purchase the underlying collateral from a government agency pool of securities  
in May 2005. The underlying collateral is five year hybrid adjustable rate      
mortgage loans that will adjust annually after May 2005. The forward contract   
was held for trading purposes and recorded at fair value. Included in other     
assets in the Statement of Financial Condition at December 31, 2000 and gains on
trading securities and securities available for sale in the Statement of        
Operations was a $316,000 unrealized gain associated with the above forward     
contract.                                                                       

21. ACQUISITIONS                                                                

In December 1999, Levitt Corporation (formerly known as BankAtlantic Development
Corporation) acquired Levitt and Sons. Levitt and Sons is primarily a           
home-builder and secondarily develops rental apartments exclusively in Florida. 
Levitt and Sons was acquired for $27.0 million in cash and assumed debt in an   
acquisition accounted for under the purchase method of accounting.              

The fair value of assets acquired and liabilities assumed in connection with the
acquisition of Levitt and Sons effective December 31, 1999 is as follows (in    
thousands):                                                                     

                                        LEVITT
                                        --------
Cash acquired                                  $  1,023       
Loans receivable, net                               548       
Loans receivable at BankAtlantic                (20,652)      
Real estate held for development and sale        73,908       
Investments in real estate joint ventures         3,005       
Deferred tax asset, net                           8,105       
Other assets                                        992       
Deposits at BankAtlantic                          4,430       
Notes payable                                   (30,405)      
Other liabilities                               (13,954)      
                                        --------
Cash paid to shareholder                       $ 27,000       
                                        ========

Levitt funded the cash paid to Levitt and Sons' shareholder through             
BankAtlantic's capital contributions and a $15.0 million term loan from an      
unrelated financial institution that is secured by the stock of Levitt and Sons 
and restricts the payment of dividends from Levitt to BankAtlantic.             

On June 28, 1999, Ryan Beck acquired the assets of Southeast Research Partners, 
Inc. for consideration consisting of 154,496 shares of restricted BBC Class A   
common stock and $875,000 of cash. The assets of Southeast Research Partners    
primarily consisted of fixed assets with a fair value of $160,000. The goodwill 
from the acquisition, approximately $1.7 million, is tax deductible and will be 
amortized over its estimated useful life of 15 years.                           

In June 2000 and 1999, pursuant to the February 1998 acquisition agreement under
which Ryan Beck acquired Cumberland Advisors, BBC issued 55,239 and 40,968      
shares of its Class A common stock and made a cash payment of $210,000 and      
$266,000, respectively, to the former Cumberland Advisors partners. Such        
additional consideration was paid under earn-out provisions in accordance with  
the acquisition agreement and was recorded as an adjustment to the purchase     
price of Cumberland Advisors. BBC Class A common stock is subject to            
restrictions prohibiting transfers for two years. The $2.6 million goodwill     
associated with the Cumberland entities is amortized on a straight line basis   
over 15 years.                                                                  

Effective March 1, 1998, BBC acquired LTI, a company engaged in the equipment   
leasing and finance business, in exchange for 826,175 shares of BBC Class A     
common stock and $300,000 in cash in a merger accounted for under the purchase  
method of accounting. The $7.9 million of goodwill from the transaction is      
amortized over 25 years on a straight line basis. BBC Class A common stock      
received by the LTI shareholders was subject to restrictions prohibiting        
transfers for periods ranging from one to three years. Proforma information     
relating to LTI is not presented due to lack of significance.                   

On June 30, 1998 BBC acquired Ryan Beck through a merger in which all of Ryan   
Beck's outstanding shares of common stock were acquired in exchange for shares  
of BBC's Class A common stock in an acquisition accounted for under the purchase
method of accounting. Ryan Beck is operated as an autonomous independent wholly 
owned subsidiary by                                                             

96

10-K405
97th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 97th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Ryan Beck's management. The $22.5 million of goodwill associated with Ryan Beck 
acquisition is amortized on a straight line basis over 25 years.                

22.  REAL ESTATE HELD FOR DEVELOPMENT AND SALE AND JOINT VENTURES               

Real estate held for development and sale and joint ventures consisted of the   
following (in thousands):                                                       

                                            DECEMBER 31,
                                            ----------------------
                                            2000          1999
                                            --------      --------
  Land and land development costs           $ 87,989      $     --
  Construction costs                          15,254            --
  Other costs                                  4,775            --
  Equity investments in Joint Ventures         7,559            --
  Loans to joint ventures                     29,125            --
  Other                                        8,678         7,643
                                            --------      --------
    Total                                   $153,380      $  7,643
                                            ========      ========

BBC had commitments to loan an additional $17.2 million to joint ventures at    
December 31, 2000.                                                              

Levitt invests in various real estate joint ventures. These joint ventures are  
in various stages of development and required equity investments by Levitt at   
the inception of the project of 44.5% - 90% of the total venture equity with    
profit sharing of 40% - 50% in future years. Certain of the joint venture       
partners have not made substantive equity investments in the partnerships. Such 
lending activities have resulted in deferral of the recognition of interest     
income on the financing activity and/or the deferral of profit recognition from 
the joint venture. The less than 50% owned joint ventures are accounted for     
under the equity method of accounting and primarily develop residential and     
multifamily properties. Also, included in real estate held for development and  
sale and joint venture activities is BFC's properties - Burlington Manufacturers
Outlet Center ("BMOC"), Center Port and 50% interest in Delray Industrial Park. 

The gross margin from the sale of real estate was                               

                                            FOR THE YEARS ENDED DECEMBER 31,
                                          ------------------------------------
      (IN THOUSANDS)                      2000          1999          1998
                                          --------      --------      --------
        Sales of real estate              $107,393         3,488        11,706
        Cost of sales of real estate        83,809         2,097         8,525
                                          --------      --------      --------
          Gains on sales of real estate   $ 23,584         1,391         3,181
                                          --------      --------      --------

97

10-K405
98th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 98th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Condensed Statement of Condition and Condensed Statement of Operations for  
joint ventures is as follows for December 31, 2000 (unaudited) (in thousands)   

                                                                [Download Table]
                                                                               
Statement of Financial Condition as of December 31, 2000                       
Real estate assets                                                      $50,455
Other assets                                                              9,460
                                                                        -------
   Total Assets                                                         $59,915
                                                                        =======

Due to BankAtlantic                                                      27,743
Notes payable                                                             5,605
Other liabilities                                                        11,444
                                                                        -------
   Total Liabilities                                                     44,792

Partners' capital                                                        15,123
                                                                        -------
Total Liabilities and Equity                                            $59,915
                                                                        =======

Statement of Operations for the year ended December 31, 2000                   
Revenues                                                                $74,487
Selling, general and administrative expenses                             68,055
                                                                        -------
Net income                                                              $ 6,432
                                                                        =======
Levitt's share of net income included in other non-interest income      $ 1,141
                                                                        =======

23. RELATED PARTY TRANSACTIONS                                                  

The Company has a 49.5% interest and affiliates and third parties have a 50.5%  
interest in a limited partnership formed in 1979, for which the Company's       
Chairman serves as the individual General Partner. The partnership's primary    
asset is real estate subject to net lease agreements. The Company's cost for    
this investment, approximately $441,000, was written off in 1990 due to the     
bankruptcy of the entity leasing the real estate. During 1999, the Company      
received distributions of approximately $588,000 from the partnership due to the
sale of 31 of 34 convenience stores that it owned. The $588,000 was included in 
earnings from real estate limited partnerships.                                 

Included in other assets at December 31, 2000 and 1999 was approximately        
$557,000 and $152,000, respectively due from affiliates.                        

Alan B. Levan, President and Chairman of the Board of the Company also serves as
Chairman of the Board and Chief Executive Officer of BankAtlantic Bancorp, Inc. 
and BankAtlantic.                                                               

John E. Abdo, Vice Chairman of the Board of the Company also serves as Vice     
Chairman of the Board of Directors of BBC and BankAtlantic and is a director and
President of Levitt Corporation, a wholly owned subsidiary of BankAtlantic.     

Glen R. Gilbert, Executive Vice President of the Company also serves as a       
director and Executive Vice President of Levitt Corporation.                    

In 1994, the Company agreed to participate in certain real estate opportunities 
with John E. Abdo and certain of his affiliates (the "Abdo Group"). Under the   
arrangement, the Company and the Abdo Group share equally in profits after      
interest earned by the Company on advances made by the Company. The Company     
bears any risk of loss under the arrangement with the Abdo Group. Pursuant to   
this arrangement with the Abdo Group, in December 1994, an entity controlled by 
the Company acquired from an unaffiliated seller approximately 70 acres of      
unimproved land known as the "Center Port" property in Pompano Beach, Florida.  
Through December 31, 2000, the 70 acres were sold to unaffiliated third parties 
for approximately $21.4 million and the Company recognized net gains from the   
sales of real estate of approximately $4.8 million. The Abdo Group's profit     
participation of approximately $3.4 million was included in cost of sales. In   
2000, the Abdo Group received approximately $2.6 million for their real estate  
sales profit participation less other costs and expenses at the Center Port     
property.                                                                       

98

10-K405
99th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 99th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During 1999 and 2000, the Company (not including BBC) acquired interests in     
unaffiliated technology entities. During 2000, the ownership in the technology  
entities were transferred at the Company's cost to specified asset limited      
partnerships. Subsidiaries of the Company are the controlling general partners  
of these partnerships. Interests in such partnerships were sold in 2000 and 2001
to accredited investors in private offerings. During 2000, approximately $11.5  
million of capital was raised by these partnerships. Of that amount, BFC, BBC   
and the general partners retained ownership of approximately $3.0 million. In   
addition to the amount officers, directors and affiliates of the Company        
invested approximately $3.2 million in the partnerships. The limited            
partnerships' accounts are included in the consolidated financial statements of 
the Company.                                                                    

Florida Partners Corporation owns 133,314 shares of the Company's Class B Common
Stock and 366,615 shares of the Company's Class A Common Stock. Alan B. Levan   
may be deemed to beneficially be the principal shareholder and is a member of   
the Board of Florida Partners Corporation. Glen R. Gilbert, Executive Vice      
President and Secretary of the Company holds similar positions at Florida       
Partners Corporation.                                                           

The trustee for the escrow account with respect to the called debenture         
liability maintained such account at BankAtlantic. Pursuant to terms of escrow  
agreement, in January 2000, the amount remaining in escrow was released to the  
Company. The Company received approximately $2.5 million.                       

BBC is an investor in Seisint, Inc. ("Seisint"), of which Dale Renner, Director 
of BBC, is President. Seisint owns 848,364 shares of BBC's Class A stock. Both  
Alan B. Levan and John E. Abdo serve as directors of Seisint and each own direct
and indirect interest in shares of Seisint Common Stock. BBC and its affiliates 
collectively own approximately 11% of Seisint's outstanding Common Stock.       
Seisint also serves as an Application Service Provider ("ASP") for BBC for one  
customer service information technology application. This ASP relationship is in
the ordinary course of business, and fees aggregating $368,000 were paid to     
Seisint for its services.                                                       

During 1998, Levitt entered into an agreement with the Abdo Companies, a company
in which John E. Abdo, Vice Chairman of the Company, is the principal           
shareholder and CEO, whereby the Abdo Companies receive monthly management fees 
from Levitt Corporation, plus 10% of the BankAtlantic share of the joint venture
profits after a 15% return on equity, as defined, to be determined on a         
cumulative basis.                                                               

Related party transactions arise from transactions with affiliated entities. In 
addition to transactions described in notes elsewhere herein, a summary of      
originating related party transactions is as follows (in thousands):            

                                     YEAR ENDED DECEMBER 31,
                                    ------------------------
                                    2000      1999      1998
                                    ----      ----      ----

Property management fee revenue      $ 14         7        10 
                                    ====      ====      ====

Abdo Companies management fees       $475        --        -- 
                                    ====      ====      ====

Reimbursement revenue for                                     
administrative, accounting                                
 and legal services                 $ 42       167        52
                                    ====      ====      ====

24. SEGMENT REPORTING                                                           

Management reports the results of operations of the Company and its subsidiaries
through seven operating segments. The operating segments are regularly reviewed 
by the chief operating decision maker in deciding how to allocate resources and 
in assessing performance. Reportable segments consist of one or more operating  
segments with similar economic characteristics, products and services,          
production processes, type of customer, distribution system and regulatory      
environment. The information provided for Segment Reporting is based on internal
reports utilized by management. Interest expense and certain revenue and expense
items are allocated to the various segments as interest expense and overhead.   
The presentation and allocation of interest expense and overhead and the net    
contribution for the operating segments may not reflect the actual economic     
costs, contribution or results of operations of the unit as a stand alone       
business. If a different basis of allocation was utilized, the relative         
contributions of the segments might differ but the relative trends in segments  
would, in management's view, likely not be impacted.                            

99

10-K405
100th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 100th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following summarizes the aggregation of the Company's operating segments    
into reportable segments:                                                       

REPORTABLE SEGMENT                          OPERATING SEGMENTS AGGREGATED       
------------------                          -----------------------------       

Capital Markets                     Investments, tax certificates, residential  
                                   loan purchases, CRA lending and real estate
        capital services

Commercial Banking                  Commercial lending, syndications,           
                              international, lease finance and trade
finance 

Community Banking                   Indirect and direct consumer lending, small 
                           business lending and ATM operations

Levitt Corporation                  Levitt Corporation which includes Levitt and
                                    Sons, SLWHC, and real estate joint ventures.

Ryan, Beck                          Investment banking and brokerage operations 

BBC Parent Company                  Costs of acquisitions, financing of         
                           acquisitions and equity investments

BFC Holding Company                 BFC's real estate owned which includes BMOC,
                                  Center Port and 50% interest in the Delray
                                  property. Loans receivables that relate to
                          previously owned properties, other
                            securities and investments and BFC's
                      overhead and interest expense.

The accounting policies of the segments are generally the same as those         
described in the summary of significant accounting policies. Intersegment       
transactions consist of borrowings by real estate operations and investment     
banking operations which are recorded based upon the terms of the underlying    
loan agreements and are effectively eliminated in the interest expense and      
overhead.                                                                       

Segment performance is evaluated based on net contribution after tax. The       
following table presents segment information for income (loss) from continuing  
operations for the three years ended December 31, 2000. Since, the Company      
acquired control of BBC voting rights in August 2000, the 1999 and 1998 table   
excludes BBC's segment performance on a consolidated basis. In 1999 and 1998,   
the Company's ownership position of approximately 31.3% in BBC was carried under
the equity method.                                                              

100 

10-K405
101st Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 101st
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                        [Enlarge/Download Table]

                                               BANK OPERATIONS                                             
                               -----------------------------------------------                             
                                 Capital         Commercial        Community       Levitt                  
                                Services           Banking          Banking      Corporation    Ryan Beck  
                               -----------       -----------       -----------   -----------   ----------- 
                                                                                                           
2000                                                                                                       
Interest income                $   178,229       $   116,196       $    33,238   $     2,264   $     2,151 
Interest expense and overhead     (145,565)          (68,030)          (20,229)       (1,315)         (551)
Provision for loan losses             (449)          (15,866)          (12,817)           --            -- 
Non-interest income                    731             2,359            11,693        29,670        52,133 
Depreciation and                                                                                           
 Amortization                       (1,870)              654              (239)          (78)       (1,677)
Segment profits and losses                                                                                 
 Before taxes                       27,474            27,756            (9,595)       10,163         1,849 
Provision (benefit)                                                                                        
  For income taxes                   9,576             9,982            (3,626)        3,208           982 
                               -----------       -----------       -----------   -----------   ----------- 
Segment net income (loss)      $    17,898       $    17,774       $    (5,969)  $     6,955   $       867 
                               ===========       ===========       ===========   ===========   =========== 

Segment average assets         $ 2,484,625       $ 1,173,581       $   350,973   $   157,090   $    43,890 
                               ===========       ===========       ===========   ===========   =========== 
Equity method investments                                                                                  

 Included in total assets      $        --       $        --       $        --   $     7,559   $        -- 
                               ===========       ===========       ===========   ===========   =========== 
Expenditures for  segment                                                                                  

  Assets                       $        35       $        14       $       201   $        --   $       800 
                               ===========       ===========       ===========   ===========   =========== 


                                                                [Download Table]

                                   BBC          BFC                    
                                  Parent      Holding                  
                                 Company      Company        Total     
                               -----------   -----------   ----------- 
                                                                       
2000                                                                   

Interest income                $     1,206   $     1,005   $   334,289 
Interest expense and overhead      (22,990)       (3,767)     (262,447)
Provision for loan losses                0             0       (29,132)
Non-interest income                  2,916        (1,907)       97,595 
Depreciation and                                                       
 Amortization                       (2,946)         (556)       (6,712)
Segment profits and losses                                             
 Before taxes                      (27,287)       (4,669)       25,691 
Provision (benefit)                                                    
  For income taxes                  (7,534)        1,755        14,343 
                               -----------   -----------   ----------- 
Segment net income (loss)      $   (19,753)  $    (6,424)  $    11,348 
                               ===========   ===========   =========== 

Segment average assets         $    88,844        37,654   $ 4,336,657 
                               ===========   ===========   =========== 
Equity method investments                                              

 Included in total assets      $     1,500            --   $     9,059 
                               ===========   ===========   =========== 
Expenditures for  segment                                              

  Assets                       $        --            --   $     1,050 
                               ===========   ===========   =========== 

101 

10-K405
102nd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 102nd
BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 BFC HOLDING COMPANY
               -----------------------
                 1999           1998
                SEGMENT        SEGMENT
                TOTAL          TOTAL
               --------       --------
Interest income                     $  1,529       $  1,336                     
Interest expense and overhead         (3,905)        (4,114)                    
Provision for loan losses               (300)            --                     
Non-interest income                   14,110          2,729                     
Depreciation and amortization           (509)          (562)                    
Segment profits and losses                                                      
Before taxes                         11,434            (49)                   
Provision (benefit) for income                                                  
taxes                                  4,183           (368)                    
               --------       --------
Segment net income (loss)           $  7,251       $    319                     
               ========       ========

Segment average assets              $ 96,134       $ 96,331                     
               ========       ========
Equity method investments                                                       

Included in total assets           $ 73,764       $ 74,565                    
               ========       ========

The differences between segment average assets, and consolidated average assets,
and segment interest income and consolidated interest income and segment        
non-interest income and consolidated non-interest income are as follows:        

                                                                [Download Table]

                                                        DECEMBER 31,               
                                         ------------------------------------------
AVERAGE ASSETS                               2000            1999            1998  
                                         ----------      ----------      ----------
                                                                                   
Average  assets for reportable segments  $4,336,657      $   96,134      $   96,331
Average assets in overhead                   94,375              --              --
                                         ----------      ----------      ----------
Total average consolidated assets        $4,431,032      $   96,134      $   96,331
                                         ==========      ==========      ==========


                                                        [Enlarge/Download Table]

                                                         FOR THE YEAR ENDED DECEMBER 31,    
                                                    --------------------------------------- 
                                                       2000            1999           1998  
                                                    ---------       ---------      ---------
                                                                                            
NON-INTEREST INCOME                                                                         
Total non-interest income for reportable segments   $  97,595       $  14,110      $   2,729
Items included in interest expense and overhead:                                            
Transaction fee income                                 13,661              --             --
Gains on sales of property and equipment                  874              --             --
Other deposit related fees                              2,127              --             --
                                                    ---------       ---------      ---------
Total consolidated non-interest income              $ 114,257       $  14,110      $   2,729
                                                    =========       =========      =========

INTEREST INCOME                                                                             
Total interest income for reportable segments       $ 334,289       $   1,529      $   1,336
Deferred interest income on real estate activities     (4,168)             --             --
Elimination entries                                    (1,225)             --             --
                                                    ---------       ---------      ---------
Total consolidated interest income                  $ 328,896       $   1,529      $   1,336
                                                    =========       =========      =========


102 

10-K405
103rd Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 103rd

BFC FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                        [Enlarge/Download Table]

                                                                       FOR THE YEAR ENDED DECEMBER 31,    
                                                                   -------------------------------------- 
                                                                     2000           1999           1998   
                                                                   --------       --------       -------- 
                                                                                                          
SEGMENT PROFITS                                                                                           
Total segment profits (loss) before taxes for reportable segments  $ 25,691         11,434       $    (49)
Restructuring charges                                                (2,656)            --             -- 
                                                                   --------       --------       -------- 
                                                                     23,035         11,434            (49)
                                                                   --------       --------       -------- 
Total provision for income taxes for reportable segments             14,343          4,183           (368)
Provision for income taxes on restructuring charges                     981             --             -- 
                                                                   --------       --------       -------- 
Total consolidated provision for income taxes                        13,362          4,183           (368)
                                                                   --------       --------       -------- 
 Minority interest in income of consolidated subsidiaries            14,655             --             -- 
                                                                   --------       --------       -------- 
Total consolidated (loss) income from continuing operations        $ (4,982)         7,251       $    319 
                                                                   --------       --------       -------- 

Depreciation and amortization consist of: depreciation on property and          
equipment, amortization of premiums and discounts on loans and investments,     
amortization of cost over fair value of net assets acquired, and amortization of
the retention pool.                                                             

103 

10-K405
104th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 104th

BFC FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURE.                                           

None.                                                                           

PART III

Items 10 through 13 are incorporated by reference to the Company's definitive   
proxy statement to be filed with the Securities and Exchange Commission, no     
later than 120 days after the end of the year covered by this Form 10-K, or,    
alternatively, by amendment to this Form 10-K under cover of Form 10K/A not     
later than the end of such 120 day period.                                      

 PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K        

(a)-1    Financial Statements - See Item 8                                      

(a)-2    Financial Statement Schedules - All schedules are omitted as the       
   required information is either not applicable or presented in the
financial statements or related notes.                        

(a)-3    INDEX TO EXHIBITS                                                      

3.1      Articles of Incorporation, as amended and restated - See Exhibit 3.1 of
         Registrant's Registration Statement on Form 8-A filed October 16, 1997.

3.2      By-laws - See Exhibit 3.2 of Registrant's Registration Statement on    
Form 8-A filed October 16, 1997.                              

10.1     BFC Financial Corporation Stock Option Plan - See Exhibit A to         
   Registrant's Definitive Proxy Statement filed September 24, 1997.

12.1     Statement re computation of ratios - Ratio of earnings to fixed charges
- attached as Exhibit 12.1                                    

21.1     Subsidiaries of the registrant:                                        

                                                        [Enlarge/Download Table]

=================================================================================================================================
                                                DATE OF          STATE OF                                                        
              SUBSIDIARY NAME                INCORPORATION     INCORPORATION                   BUSINESS PURPOSE                  
=================================================================================================================================
SUBSIDIARIES OF BFC FINANCIAL CORPORATION                                                                                        
=================================================================================================================================
                                                                                                                                 
BankAtlantic Bancorp, Inc.                     April 1994         Florida      Savings bank holding company.                     
Eden Services, Inc.                             May 1978          Florida      Real estate holding company.                      
U.S. Capital Securities, Inc.                  July 1980          Florida      Securities broker.                                
I.R.E. Realty Advisory Group, Inc.              May 1981          Florida      Holding company.                                  
I.R.E. Real Estate Investments Series 2,     February 1991        Florida      Real estate owner and operator.                   
Inc.                                                                                                                             
I.R.E. Property Management, Inc.              August 1984         Florida      Manages commercial real estate.                   
I.R.E. Pension Advisors II, Corp.              July 1985          Florida      General partner of real estate limited            
                                                                               partnership.                                      
Center Port Development, Inc.                 December 1985       Florida      General partner of real estate limited            
                                                                               partnership.                                      
I.R.E. BMOC, Inc.                             February 1991       Florida      Real estate owner and operator.                   
I.R.E. BMOC II, Inc.                           March 1997         Florida      Real estate owner and operator.                   
BankAtlantic Financial Technology Venture    November 2000        Florida      General partner of technology limited             
Partners, LLC                                                                  partnership.                                      
N & N Partners, LLC                            July 2000          Florida      General partner of technology limited             
                                                                               partnership.                                      
nC Partners, LLC                               July 2000          Florida      General partner of technology limited             
                                                                               partnership.                                      
BankAtlantic Financial Ventures II, LLC        July 2000          Florida      General partner of technology limited             
                                                                               partnership.                                      


104 

10-K405
105th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 105th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES

                                                        [Enlarge/Download Table]

=================================================================================================================================
                                                DATE OF          STATE OF                                                        
              SUBSIDIARY NAME                INCORPORATION     INCORPORATION                   BUSINESS PURPOSE                  
=================================================================================================================================
SUBSIDIARIES OF BANKATLANTIC BANCORP,  INC.                                                                                      
=================================================================================================================================
                                                                                                                                 
BankAtlantic, A Federal Savings Bank         February 1952    U.S. of America     A federal savings bank which provides          
                                                                                  traditional                                    
                                                                                    retail and commercial banking services.      
ATM Services, Inc.                              May 1991          Florida         Inactive.                                      
BBC Capital Trust 1                            March 1997        Delaware         A statutory business trust.                    
National Viatical Funding Corporation          June 1997          Florida         Inactive.                                      
BankAtlantic Bancorp Partners, Inc.             May 1998          Florida         Inactive.                                      
TSC Holding, Inc.                            November 1995        Florida         Invests in tax certificates.                   
Ryan Beck & Co., LLC.                        January 1965*      New Jersey        Investment bankers.                            
=================================================================================================================================
SUBSIDIARIES OF RYAN BECK & CO. LLC.                                                                                             
=================================================================================================================================
Ryan Beck Insurance Corp                       July 1988        New Jersey       Insurance services.                             
Ryan Beck Asset Sales, Inc.                  November 1988      New Jersey       Inactive.                                       
Ryan Beck Financial Corp.                      March 1983       New Jersey       Broker/dealer.                                  
Cumberland Advisors, Inc.                      July 1993           Maine         Money manager.                                  
=================================================================================================================================
SUBSIDIARIES OF BANKATLANTIC, F.S.B.                                                                                             
=================================================================================================================================
Levitt Corporation                                1929            Florida         Real estate developer.                         
BANC Servicing Center, Inc.                  September 1995       Florida         Inactive.                                      
BankAtlantic Factors, Inc.                    January 1997        Florida         Inactive.                                      
BankAtlantic Holdings, Inc.                     May 1991          Nevada          Manages R.E.I.T.                               
BankAtlantic Leasing Inc.,                                                                                                       
  A Florida Corp.                             August 1989         Florida        Inactive.                                       
BankAtlantic Mortgage Corporation            December 1993        Florida        Inactive.                                       
Fidelity Service Corporation                  October 1970        Florida        Inactive.                                       
Gateway Center, Inc.                          January 1994        Florida        Inactive.                                       
Hammock Homes, Incorporated                   October 1990        Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    
Heartwood 1, Incorporated                    February 1991        Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    
Heartwood 2, Incorporated                    February 1991        Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    
Heartwood 3, Incorporated                    February 1991        Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    
Heartwood 4, Incorporated                    February 1991        Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    
Heartwood 7, Incorporated                       May 1991          Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    
Heartwood 11, Incorporated                      May 1991          Florida        Invests in tax certificates.                    
BNA Mortgage Corporation                        May 1991          Florida        Inactive.                                       
Heartwood 13, Incorporated                      May 1991          Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    
Heartwood 14, Incorporated                      May 1991          Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    
Heartwood 15, Incorporated                    January 1990        Florida        Invests in tax certificates.                    
Heartwood 16, Incorporated                     June 1992          Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    


105 

10-K405
106th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 106th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES

                                                        [Enlarge/Download Table]

=================================================================================================================================
                                                DATE OF          STATE OF                                                        
              SUBSIDIARY NAME                INCORPORATION     INCORPORATION                   BUSINESS PURPOSE                  
=================================================================================================================================
                                                                                                                                 
Heartwood 18, Incorporated                     June 1992          Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    
Heartwood 19, Incorporated                     June 1992          Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    
Heartwood 20, Incorporated                     June 1992          Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's tax lien acquisitions.           
Heartwood 21, Incorporated                   February 1991        Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    
Heartwood 87, Incorporated                     March 1987         Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    
Heartwood 88, Incorporated                      May 1988          Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's tax lien acquisitions.           
Heartwood 90, Incorporated                   November 1990        Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic' foreclosures.                     
Heartwood 91, Incorporated                    January 1991        Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    
Heartwood 91-2, Incorporated                   July 1987          Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    
Heartwood Holdings,  Inc.                      July 1988          Florida        Real estate investment trust.                   
Leasing Technology, Inc. (LTI)                 July 1980          Florida        Lease financing of vehicles and equipment.      
Professional Valuation Services, Inc.         October 1987        Florida        Receives commissions from a broker-dealer on    
                                                                                   security sales at BankAtlantic branches.      
BNA Management and Acquisition               February 1991        Florida        Inactive.                                       
  Services, Inc.                                                                                                                 
Heartwood 91-1, Incorporated                 February 1986        Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    
Heartwood 91-3, Incorporated                 December 1985        Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    
Heartwood 91-4, Incorporated                  January 1986        Florida        Takes title, manages, and disposes of           
                                                                                 BankAtlantic's foreclosures.                    
=================================================================================================================================
SUBSIDIARIES OF (LTI) LEASING TECHNOLOGY INC.                                                                                    
=================================================================================================================================
LTI Aviation Finance Corp.                    April 1997         Florida         Financing of aviation equipment                 
LTI Vehicle Finance Corp.                   December 1997        Florida         Financing of motor vehicles                     
LTI Vehicle Leasing Corp.                      May 1987          Florida         Leasing of motor vehicles                       
=================================================================================================================================
SUBSIDIARIES OF LEVITT CORPORATION                                                                                               
=================================================================================================================================
Levitt and Sons, Inc.                            1929           Maryland         Real estate holding company.                    
St. Lucie West Holding Corp.                   May 1996          Florida         Real estate holding company.                    
BankAtlantic Venture Partners 1, Inc.       December 1985        Florida         Invests in real estate joint ventures.          
BankAtlantic Venture Partners 2, Inc.       December 1986        Florida         Invests in real estate joint ventures.          
BankAtlantic Venture Partners 3, Inc.       December 1987        Florida         Invests in real estate joint ventures.          
BankAtlantic Venture Partners 4, Inc.       December 1987        Florida         Invests in real estate joint ventures.          
BankAtlantic Venture Partners 5, Inc.       December 1987        Florida         Invests in real estate joint ventures.          
St. Lucie Farms, Inc.                         March 1998         Florida         Holds real estate.                              
BankAtlantic Venture Partners 7, Inc.          May 1998          Florida         Invests in real estate joint ventures.          
BankAtlantic Venture Partners 8, Inc.          May 1998          Florida         Invests in real estate joint ventures.          
BankAtlantic Venture Partners 9, Inc.          May 1998          Florida         Invests in real estate joint ventures.          
BankAtlantic Venture Partners 10, Inc.         May 1998          Florida         Invests in real estate joint ventures.          


106 

10-K405
107th Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 107th
BFC FINANCIAL CORPORATION AND SUBSIDIARIES

                                                        [Enlarge/Download Table]

=================================================================================================================================  
                                                DATE OF          STATE OF                                                          
              SUBSIDIARY NAME                INCORPORATION     INCORPORATION                   BUSINESS PURPOSE                    
=================================================================================================================================  
                                                                                                                                   
BankAtlantic Venture Partners 11, Inc.        April 1999         Florida         Invests in real estate joint ventures.            
BankAtlantic Venture Partners 12, Inc.        April 1999         Florida         Invests in real estate joint ventures.            
BankAtlantic Venture Partners 13, Inc.        April 1999         Florida         Invests in real estate joint ventures.            
BankAtlantic Venture Partners 14, Inc.        April 1999         Florida         Invests in real estate joint ventures.            
BankAtlantic Venture Partners 15, Inc.        April 1999         Florida         Invests in real estate joint ventures.            
=================================================================================================================================  
SUBSIDIARIES OF LEVITT AND SONS, INC.                                                                                              
=================================================================================================================================  
Hamshire Homes, LTD                            June 1986         Maryland        Holds real estate.                                
LD Corporation of Broward, Inc.                 May 1988          Florida        Inactive.                                         
LD Financial Management, Inc.                 August 1996         Florida        Inactive.                                         
Levitt at Amherst, Inc.                       October 1987        Florida        General partner in real estate development.       
Levitt at Bear Lakes                         November 1992        Florida        Inactive.                                         
Levitt at Huntington Lakes, Inc.              October 1994        Florida        Develops real estate.                             
Levitt at Twin Acres, Inc.                   December 1993        Florida        General partner in real estate development.       
Levitt at Westchester West, Inc.             September 1988       Florida        General partner in real estate development.       
Levitt at Westchester, Inc.                   October 1987        Florida        Inactive.                                         
Levitt Care Corporation                       October 1988        Florida        General partner in real estate development.       
Levitt Hagen Ranch, Inc.                       March 1998         Florida        General partner in real estate development.       
Levitt Homes at Waters Edge, Inc.             August 1988        New York        Inactive.                                         
Levitt Homes, Incorporated                   February 1976       Delaware        Develops real estate.                             
Levitt Industries, Inc.                       October 1979        Florida        Inactive.                                         
Levitt Mortgage Corp.                        September 1960       Florida        Mortgage broker.                                  
Levitt Property Management, Inc.             December 1985        Florida        Inactive.                                         
Levitt Realty Services, Inc.                  October 1990        Florida        Real estate broker.                               
Levitt Springs, Inc.                           June 1990          Florida        General partner in real estate development.       
Levitt & Sons, Incorporated                  December 1977       Delaware        Inactive.                                         
LHBC Holdings, Inc.                           August 1996         Florida        Holding company.                                  
LM Mortgage Corp.                              April 1999         Florida        Mortgage broker.                                  
Levitt-Northpark Inc.                           May 1987          Florida        Inactive.                                         
Levitt Construction Corp., East               October 1979        Florida        General contractor.                               
Lev-Brn, Inc.                                  July 1988          Florida        Inactive.                                         
The Village at Emerald Lakes, Inc.             July 1990          Florida        Inactive.                                         
UFC Title Insurance                          November 1984        Florida        Title agent.                                      
Woodmere Homes, Inc.                         December 1988        Florida        Inactive.                                         
Levitt Homes Bellaggio Partners, Inc.        December 1999        Florida         Develops and sells real estate.                  
===================================================================================================================================
SUBSIDIARIES OF ST. LUCIE WEST HOLDING CORP.                                                                                       
===================================================================================================================================
St. Lucie Farmers, Inc.                       October 1998        Florida        Holds real estate.                                
St. Lucie West Development Corp.                May 1996          Florida        Holds real estate.                                
St. Lucie West Realty, Inc.                       1986            Florida        Sale of real estate.                              
St. Lucie West Utilities, Inc.                 April 1986         Florida        Manages utilities.                                
Lake Charles Development Corp.                  May 1996          Florida        Develops real estate.                             


* Original partnership founded in 1946.                                     

23.1     Consent of KPMG LLP - Attached as Exhibit 23.1                         

(b)      REPORTS ON FORM 8-K                                                    

None                                                          

(c)  Exhibits - See Item 14(a) - 3 above.                                       

107 

10-K405
Last Page of 108
TOC
1st
Previous
Next
↓Bottom
Just 108th

BFC FINANCIAL CORPORATION AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange  
Act of 1934, the registrant has duly caused this report to be signed on its     
behalf by the undersigned, thereunto duly authorized.                           

                                                        [Enlarge/Download Table]
                                                                                                
BFC FINANCIAL CORPORATION                                                                       
Registrant                                                                                      

By:  /s/ Alan B. Levan                                                            March 23, 2001
     ----------------------------------------------                                             
     ALAN B. LEVAN, President                                                                   

Pursuant to the requirements of the Securities Exchange Act of 1934, this report                
has been signed below by the following persons on behalf of the Registrant and                  
in the capacities and on the dates indicated.                                                   

/s/ Alan B. Levan                                                                 March 23, 2001
-----------------------------------------------                                                 
ALAN B. LEVAN, Director and                                                                     
   Principal Executive Officer                                                                  

/s/ Glen R. Gilbert                                                               March 23, 2001
-----------------------------------------------                                                 
GLEN R. GILBERT, Chief Financial Officer                                                        

 /s/ John E. Abdo                                                                 March 23, 2001
-----------------------------------------------                                                 
JOHN E. ABDO, Director                                                                          

/s/ Earl Pertnoy                                                                  March 23, 2001
-----------------------------------------------                                                 
EARL PERTNOY, Director                                                                          

/s/ Carl E.B. McKenry, Jr.                                                        March 23, 2001
-----------------------------------------------                                                 
CARL E. B. McKENRY, JR., Director                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
		6/30/27		75
		12/1/07		41
		1/10/07		86
		12/31/03		41					10-K,  4
		5/23/03		41					8-K
		12/31/02		41					10-K
		6/30/02		75					10-Q,  10-Q/A
		6/28/02		42		77
		12/31/01		42					10-K
		6/28/01		76
Filed on:		4/2/01
		3/31/01		15		61			10-Q
		3/23/01		1		108
		3/2/01		49
		1/1/01		15		61
For Period End:		12/31/00		1		100			DEF 14A
		12/28/00		95
		12/15/00		15		61
		12/1/00		41
		8/24/00		41		74
		8/17/00		38		76
		3/1/00		42		77
		12/31/99		8		98			10-K,  10-K/A,  DEF 14A
		12/28/99		57
		9/30/99		93					10-Q
		6/30/99		93					10-Q,  10-Q/A
		6/28/99		96
		4/1/99		85
		3/31/99		93					10-Q
		1/1/99		85
		12/31/98		22		85			10-K,  10-K/A
		12/14/98		78
		6/30/98		23		96			10-Q
		3/1/98		96
		12/31/97		31		53			10-K,  10-K/A
		11/25/97		41
		10/16/97		104					8-A12G
		10/6/97		18					8-K
		9/24/97		104
		1/21/97		85
		1/10/97		85					8-K
		12/31/96		31		82			10-K,  10-K/A,  DEF 14A
		4/6/95		16		88
									List all Filings